Issuer Free Writing Prospectus, dated June 9, 2020
Filed Pursuant to Rule 433 under the Securities Act of 1933
Supplementing the Preliminary Prospectus Supplement dated June 9, 2020
Registration Statement No. 333-225318
Final Term Sheet
2.875% Senior Notes due 2031
This term sheet relates only to the securities described below and should be read together with Healthpeak Properties, Inc.’s preliminary prospectus supplement dated June 9, 2020 (the “Preliminary Prospectus Supplement”), the accompanying prospectus dated May 31, 2018 and the documents incorporated by reference and deemed to be incorporated by reference therein.
Issuer: |
| Healthpeak Properties, Inc. |
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Trade Date: |
| June 9, 2020 |
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Settlement Date: |
| June 23, 2020 (T+10) |
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Anticipated Ratings (Moody’s/S&P/Fitch)*: |
| Baa1(Negative)/BBB+(Stable)/BBB+ (Stable) |
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Securities Offered: |
| 2.875% Senior Notes due 2031 |
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Aggregate Principal Amount Offered: |
| $600,000,000 |
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Maturity Date: |
| January 15, 2031 |
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Interest Payment Dates: |
| January 15 and July 15, commencing January 15, 2021 (long first coupon) |
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Benchmark Treasury: |
| 0.625% due May 15, 2030 |
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Benchmark Treasury Price/Yield: |
| 98-04 / 0.822% |
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Spread to Benchmark Treasury: |
| +215 basis points |
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Yield to Maturity: |
| 2.972% |
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Coupon: |
| 2.875% per year |
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Price to Public: |
| 99.125% of the principal amount, plus accrued interest, if any |
*A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time.
Optional Redemption Provisions: Make-Whole Call: |
| Prior to October 15, 2030 (the “Par Call Date”), +35 basis points |
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CUSIP / ISIN: |
| 42250P AB9 / US42250PAB94 |
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Total Net Proceeds: |
| Approximately $590,850,000, after deducting underwriting discounts but before deducting estimated offering expenses payable by the Issuer. |
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Concurrent Tender Offer for Notes |
| On June 9, 2020, the Issuer announced that it has amended its previously announced tender offer (the “Tender Offer”) to purchase for cash its 4.250% Senior Notes due 2023 (the “Tender Notes”) to increase the aggregate maximum tender amount from an aggregate principal amount of $150,000,000 to $250,000,000. All other terms of the previously announced Tender Offer remain unchanged. |
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Use of Proceeds: |
| The Issuer intends to use net proceeds from this offering |
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Joint Book-Running Managers: |
| Wells Fargo Securities, LLC |
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Senior Co-Managers |
| BNY Mellon Capital Markets, LLC |
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| SMBC Nikko Securities America, Inc. |
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Co-Managers |
| Huntington Securities, Inc. |
The Issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751, Barclays Capital Inc. toll free at 1-888-603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.