This extraction is sourced from the joint proxy statement/prospectus on Form DEFM14A filed with the SEC by Physicians Realty Trust on January 11, 2024, detailing the merger background, advisory opinions, and terms following the companies' original announcement in October 2023.
Barclays Capital Inc. served as financial advisor to Healthpeak, the acquirer, and delivered a written fairness opinion to the Healthpeak board of directors dated October 29, 2023 regarding the fairness of the exchange ratio to be paid by Healthpeak. BofA Securities, Inc. served as financial advisor to Physicians Realty Trust, the target REIT.
On the legal side, Latham & Watkins LLP served as Healthpeak's outside legal advisor throughout the process and rendered a tax opinion to Healthpeak at closing, while Baker & McKenzie LLP served as counsel to Physicians Realty Trust and rendered a corresponding REIT-qualification tax opinion for the Company.
Under the terms of the merger agreement, each common share of Physicians Realty Trust was to be converted into the right to receive a fixed exchange ratio of 0.674 of a newly issued share of Healthpeak common stock, making the transaction an all-stock combination rather than involving any cash consideration. Both companies' boards had unanimously approved the merger agreement, and Physicians Realty Trust's board recommended that shareholders approve the transaction.
The proxy excerpt reviewed here does not disclose the expected closing date or timeline for the mergers, the specific advisory fees paid to Barclays or BofA Securities, or a standalone equity or enterprise value attributable to Physicians Realty Trust separate from the $21 billion pro forma combined-company figure.