v3.25.2
The Merger (Tables)
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Consideration Transferred
The consideration transferred on the Closing Date was as follows (in thousands, except per share data):
March 1,
2024
Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs exchanged(1)
240,699
Exchange Ratio0.674
Shares of Healthpeak common stock issued162,231
Closing price of Healthpeak common stock on March 1, 2024(2)
$17.10 
Fair value of Healthpeak common stock issued to the former holders of Physicians Realty Trust common shares, restricted shares, PSUs, and RSUs
$2,774,147 
Less: Fair value of share consideration attributable to the post-combination period(3)
(16,223)
Physicians Realty Trust revolving credit facility termination(4)
$175,411 
Settlement of Physicians Realty Trust’s transaction costs
23,913 
Payments made in connection with share settlement(5)
11,315 
Cash consideration
$210,639 
Consideration transferred$2,968,563 
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(1)Includes 241 million Physicians Realty Trust common shares and Physicians Realty Trust restricted shares outstanding as of March 1, 2024, inclusive of: (i) 200 thousand Physicians Realty Trust restricted shares; (ii) 1 million Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust performance-based restricted stock unit (“PSUs”) (reflected at the maximum level of performance); and (iii) 300 thousand Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust restricted stock units (“RSUs”).
(2)The fair value of Healthpeak common stock issued to former holders of Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs was based on the per share closing price of Healthpeak common stock on March 1, 2024.
(3)Represents the fair value of unvested Physicians Realty Trust restricted shares, PSUs, and RSUs attributable to post-combination services that were converted into Healthpeak common stock on the Closing Date in accordance with the Merger Agreement. Although no future service after the Closing Date is required, the value attributable to post-combination services reflected the incremental fair value provided to the Physicians Realty Trust equity award holders and the accelerated vesting of such awards at the Closing Date in accordance with the Merger Agreement. This amount was recognized as transaction and merger-related costs on the Consolidated Statements of Operations.
(4)Represents the Company’s cash repayment of all outstanding balances under Physicians Realty Trust’s revolving credit facility on the Closing Date in connection with the related termination.
(5)Includes cash settlement of: (i) tax liability related to holdback elections made under the pre-existing terms and conditions of Physicians Realty Trust’s equity programs and (ii) fractional share consideration.
Schedule of Summarizes the Fair Values of the Assets Acquired, Liabilities Assumed, and Noncontrolling Interests
The following table summarizes the fair values of the assets acquired, liabilities assumed, and noncontrolling interests at the Closing Date (in thousands):
Preliminary Amounts Recognized on the Closing Date
Measurement Period Adjustments
Amounts Recognized on the Closing Date (As Adjusted)
ASSETS 
Real estate: 
Buildings and improvements$3,199,884 $(6,889)$3,192,995 
Development costs and construction in progress68,171 — 68,171 
Land and improvements435,353 — 435,353 
Real estate3,703,408 (6,889)3,696,519 
Loans receivable118,908 — 118,908 
Investments in and advances to unconsolidated joint ventures58,636 — 58,636 
Accounts receivable, net(1)
9,536 (254)9,282 
Cash and cash equivalents30,417 — 30,417 
Restricted cash
1,007 — 1,007 
Intangible assets(2)
890,827 — 890,827 
Right-of-use asset191,415 (113)191,302 
Other assets44,691 (668)44,023 
Total assets$5,048,845 $(7,924)$5,040,921 
LIABILITIES AND EQUITY 
Term loans$402,320 $— $402,320 
Senior unsecured notes1,139,760 — 1,139,760 
Mortgage debt
127,176 — 127,176 
Intangible liabilities(3)
149,875 — 149,875 
Lease liability97,160 (113)97,047 
Accounts payable, accrued liabilities, and other liabilities72,864 (2,976)69,888 
Total liabilities$1,989,155 $(3,089)$1,986,066 
Redeemable noncontrolling interests1,536 1,573 3,109 
Joint venture partners(4)
20,109 (3,043)17,066 
Non-managing member unitholders(5)
116,618 — 116,618 
Total noncontrolling interests$136,727 $(3,043)$133,684 
Fair value of net assets acquired and liabilities assumed, net of noncontrolling interests$2,921,427 $(3,365)$2,918,062 
Goodwill47,136 3,365 50,501 
Total purchase price$2,968,563 $— $2,968,563 
_______________________________________
(1)Includes $14 million of gross contractual accounts receivable.
(2)The intangible assets acquired had a weighted average amortization period of 6 years (see Note 9).
(3)The intangible liabilities acquired had a weighted average amortization period of 9 years (see Note 9).
(4)Includes six consolidated joint ventures in which the Company held ownership interests ranging from 56.7% to 99.7% on the Closing Date.
(5)In connection with the Merger, Physicians Partnership merged with and into DOC DR OP Sub with DOC DR OP Sub surviving as the Partnership Surviving Entity. The Company controls the Partnership Surviving Entity via its ownership of its managing member, and the Partnership Surviving Entity is consolidated by the Company.
Schedule of Pro forma Financial Information The following unaudited pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma financial information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
 
Three Months Ended
June 30, 2024
Six Months Ended
June 30, 2024
Total revenues$688,293 $1,386,995 
Net income (loss) applicable to common shares154,577 242,286