UPREIT Reorganization FAQs
Healthpeak has completed a holding company reorganization that resulted in a new company becoming the publicly traded parent company (“New Healthpeak”). The prior publicly traded company (“Old Healthpeak”) merged with a subsidiary of New Healthpeak and then converted to a Maryland limited liability company (the “LLC Conversion”) named Healthpeak OP, LLC (“Healthpeak OP”), which is controlled by New Healthpeak. New Healthpeak (the publicly traded parent company) changed its name to Healthpeak Properties, Inc. and is expected to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. Following these transactions, New Healthpeak’s common stock continues to trade on the New York Stock Exchange (“NYSE”) under the trading symbol “PEAK”.
Details of the reorganization can be found in the press release and the Current Report on Form 8-K12B filed with the Securities and Exchange Commission. We recommend that you review these documents to obtain a complete understanding of the reorganization.
The merger and the LLC Conversion became effective on February 10, 2023.
No. All of the voting rights and other rights with respect to your shares remain the same.
The reorganization resulted in restructuring Healthpeak as an Umbrella Partnership REIT (“UPREIT”). Healthpeak believes the UPREIT structure will improve the company’s ability to acquire properties in a tax-deferred manner and also align the company’s corporate structure with the majority of other REITs.
As part of the reorganization, each issued and outstanding share of Old Healthpeak common stock immediately prior to the effective time of the merger was converted automatically into one corresponding issued and outstanding share of New Healthpeak common stock. For example, if you owned 100 shares of Old Healthpeak common stock on February 9, 2023, you owned 100 shares of New Healthpeak common stock after the reorganization with all of the same rights and benefits. You do not have to do anything with your Healthpeak shares because of the reorganization.
No, the reorganization did not and will not impact the payment of dividends declared by the company’s Board of Directors and payable in respect of the company’s shares of common stock.
Yes. There was no change to ticker symbols or trading for shares in New Healthpeak after the reorganization, and all shares of common stock of New Healthpeak continue to trade on the NYSE under the ticker symbol “PEAK”.
No. The reorganization is expected to qualify as a tax-free reorganization for federal income tax purposes, meaning that Healthpeak’s stockholders are not expected to recognize gain or loss for federal income tax purposes.
The new public company is known as Healthpeak Properties, Inc. The predecessor publicly traded company (i.e., Old Healthpeak) became a limited liability company named Healthpeak OP, LLC, and is the operating partnership in the UPREIT structure.
The Board of Directors of New Healthpeak is exactly the same as the Board of Directors of Old Healthpeak that the stockholders elected in April 2022. The management team of New Healthpeak remains unchanged from the management team of Old Healthpeak prior to the reorganization.
No. Other than costs necessary to effectuate the reorganization, which we do not expect to be material, we do not expect the reorganization to have any material impact on the consolidated financial statements, cash flow, or results of operation of Healthpeak, or on its outstanding debt securities.
No. Substantially all of the assets owned by Old Healthpeak and its subsidiaries prior to the reorganization continue to be owned by Healthpeak OP and its subsidiaries today. New Healthpeak generally will not hold any assets directly other than its ownership interest in Healthpeak OP and certain de minimis assets that may be held for certain administrative functions. In addition, all indebtedness of Old Healthpeak immediately prior to the reorganization remains the indebtedness of Healthpeak OP after the reorganization.
If you have questions about the reorganization that have not been answered, please contact our Investor Relations department at email@example.com.
We invest in and manage our real estate portfolio for the long-term to maximize benefit to our stockholders and support the growth of our dividends. Our strategy consists of four core elements:
(i) Our real estate: Our portfolio is grounded in high-quality properties in desirable locations. We focus on three purposely selected private pay asset classes, life science, outpatient medical, and continuing care retirement community, to provide stability through inevitable market cycles.
(ii) Our financials: We maintain a strong investment-grade balance sheet with ample liquidity as well as long-term fixed-rate debt financing with staggered maturities to reduce our exposure to interest-rate volatility and refinancing risk.
(iii) Our partnerships: We work with leading healthcare companies, operators and service providers and are responsive to their space and capital needs. We provide high-quality management services to encourage tenants to renew, expand and relocate into our properties, which drives increased occupancy, rental rates, and property values.
(iv) Our platform: We have a people-first culture that we believe attracts, develops and retains top talent. We continually strive to create and maintain an industry-leading platform, with systems and tools that allow us to effectively and efficiently manage our assets and investment activity
Healthpeak is a Maryland corporation organized in March of 1985 for the purpose of qualifying as a real estate investment trust, or REIT.
Our fiscal year ends every year on December 31st.
To view or download our latest annual reports, a 10-Q, 10-K or other SEC filings, please visit our Investor Relations page.
Yes. To sign up for email alerts on company events, SEC filings, press releases and closing stock price information, click on Investor Resources or Contact Us.
Registered holders (persons holding shares directly registered with EQ Shareowner Services or held in stock certificate form) with questions about their statements, dividend payments, registration changes, lost stock certificates, stock holdings or related matters should contact EQ Shareowner Services, at 800-468-9716. Beneficial shareholders (persons holding shares through their broker) should contact their respective brokers on all matters.
For all other inquiries please email Investor Relations at firstname.lastname@example.org
Email requests to Payroll@healthpeak.com
REITs - or Real Estate Investment Trusts - are corporations that combine the capital of many investors to acquire or provide financing for income producing real estate. A corporation must meet several requirements in order to qualify as a REIT but one of the most important is that it must distribute at least 90 percent of its taxable income, excluding capital gains, to its shareholders annually. When a corporation elects REIT status, then it is permitted to deduct dividends paid to its shareholders from its federal tax bill. For additional information about REITS, please visit our industry trade association’s website at www.nareit.org.
Healthcare REITs invest in healthcare-related properties such as senior housing facilities, outpatient medical buildings, life science laboratory office space, hospitals and skilled nursing facilities. Healthcare REITs do not provide healthcare services since healthcare REITs cannot typically operate the properties they own.
Access/Affordability: REITs allow everyday investors to invest in income-producing real estate by purchasing shares in a REIT rather than making the large capital investments typically required to purchase real estate. Investors can determine the level of their investment by adjusting the number of shares they purchase and hold.
Corporate Governance/Disclosure Obligations: REITs that have securities registered with the SEC and that are listed on a major securities exchange such as the NYSE are subject to SEC and NYSE rules and regular disclosure obligations. These obligations include quarterly and yearly financial reporting that provide a valuable source of information for investors.
Liquidity: Shares of publicly traded REITs are readily convertible to cash because they are traded on public exchanges similar to the stocks of other listed companies.
Operational Oversight: Independent directors, independent financial analysts, independent auditors and the business and financial media monitor a publicly-traded REIT’s financial reporting on a regular basis. This scrutiny provides investors with a measure of protection and more than one barometer of the REIT’s financial condition.
Professional Management: REIT managers are typically skilled, experienced, real estate professionals. A successful management team is one that is able to quickly and effectively reinvest available cash flows, consistently complete new projects on time and within budget, and develop strategies for developing new revenue opportunities.
Portfolio Diversification: Real estate can help minimize risk by providing added diversification to an existing investment portfolio. Moreover, an investment in a REIT can represent an investment that is diversified across a range of real estate properties in a variety of geographic locations.
Total Return Opportunity: REITs typically provide both attractive dividend income and the potential to realize long-term capital appreciation. There can be no assurances that investors in Healthpeak will reap any or all of these advantages.
Our common stock trades on the New York Stock Exchange (NYSE: PEAK).
To date, our Board of Directors has authorized the payment of quarterly cash dividends on our common stock. There can be no assurance that these cash dividends will be paid in the future.
Please see our Stock and Dividend page.
Healthpeak calculates the tax treatment of its common stock dividends based on its operations during the tax year. This tax treatment is reflected on the stockholder’s Form 1099 and is announced in a press release early each year. For a breakdown of common stock dividend tax treatment see our Stock and Dividend page.
Dividend income paid on Healthpeak common stock will be reported to both the stockholder and the IRS. If stock is held in a direct registration account or via a stock certificate, your Form 1099 will be mailed out by the transfer agent. If you have questions regarding your Form 1099 please contact EQ Shareowner Services at 800-468-9716. If stock is held in a brokerage account, your Form 1099 will be prepared and mailed out by your broker. Any information or questions regarding your Form 1099 should be directed to your broker.
Healthpeak’s DRIP is designed to provide participants with a convenient and economical method to reinvest all or a portion of their dividends and purchase shares of our common stock. The DRIP is available to both existing stockholders and individual investors wishing to make an initial investment. There are no fees or brokerage commissions on purchases and we will bear the expenses for open market purchases.
If you are interested in investing through the DRIP or finding out more details, please read the information available, including the plan prospectus, on our Stock and Dividend page.
This is neither an offer to sell, nor a solicitation of an offer to buy, any security. Such offer may only be made by means of a prospectus. Please read the prospectus carefully before making any investment. Information contained on our website is not incorporated by reference into the prospectus.
You may request affidavit forms for lost stock certificates from EQ Shareowner Services which charges a replacement fee. Stockholders should direct questions relating to the replacement of lost stock certificates to EQ Shareowner Services at 800-468-9716.