As filed with the Securities and Exchange Commission on March 1, 2024
Registration No. 333-197842
Registration No. 333-198400
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-197842
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-198400
UNDER
THE SECURITIES ACT OF 1933
PHYSICIANS REALTY TRUST
(DOC DR Holdco, LLC, as successor by merger to Physicians Realty Trust)
(Exact name of registrant as specified in its charter)
| Maryland | 46-2519850 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer Identification Number) |
309 N. Water Street, Suite 500
Milwaukee, Wisconsin 53202
(414) 367-5600
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Jeffrey H. Miller, Esq.
General Counsel
Healthpeak Properties, Inc.
4600 South Syracuse Street, Suite 500
Denver, Colorado 80237
(720) 428-5050
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Charles K. Ruck, Esq.
Andrew C. Elken, Esq.
Lewis W. Kneib, Esq.
Darren J. Guttenberg, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York
(212) 906-1200
Approximate date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 431(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | |
| Non-accelerated filer ¨ | Smaller reporting company ¨ | Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) filed by DOC DR Holdco, LLC, as successor by merger to Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), deregister all securities that remain unsold under the following registration statements on Form S-3 (the “Registration Statements”):
| · | Registration Statement No. 333-197842, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2014; and |
| · | Registration Statement No. 333-198400, filed by the Company with the SEC on August 27, 2014. |
On October 29, 2023, the Company and Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC), a Maryland limited liability company and a wholly-owned subsidiary of Healthpeak (“DOC DR Holdco”), and DOC DR, LLC (formerly known as Alpine OP Sub, LLC), a Maryland limited liability company (“DOC DR OP Sub”) and a wholly-owned subsidiary of Healthpeak OP, LLC, a Maryland limited liability company (“Healthpeak OP”). The Merger Agreement provides for, subject to the terms and conditions thereof, the combination of the Company and Healthpeak through a series of transactions including, among others, (i) a merger of the Company with and into DOC DR Holdco, with DOC DR Holdco surviving as a wholly-owned subsidiary of Healthpeak (the “Company Merger”) and (ii) a merger of the Operating Partnership with and into DOC DR OP Sub, with DOC DR OP Sub continuing as the surviving entity and a wholly-owned subsidiary of Healthpeak OP (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). As a result of the consummation on March 1, 2024 of the Mergers and the other transactions contemplated by the Merger Agreement, the offerings pursuant to the above-referenced Registration Statements have been terminated.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any and all securities that had been registered for issuance but that remain unsold at the termination of the offerings, these Post-Effective Amendments remove from registration any and all securities that were registered under the Registration Statements and remain unsold at the termination of the offerings. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Denver, State of Colorado, on March 1, 2024.
| | DOC DR HOLDCO, LLC (successor by merger to Physicians Realty Trust) |
| | |
| | By: Healthpeak OP, LLC, its Sole Member |
| | |
| | By: Healthpeak Properties, Inc., its Managing Member |
| | |
| | By: | /s/ Jeffrey H. Miller |
| | Name: | Jeffrey H. Miller |
| | Title: | General Counsel |
* Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.
