Healthpeak Properties (DOC) risk factors, FY2025 10-K

Other

1. 01The section below discusses the risk factors that may materially adversely affect our business, results of operations, and financial condition. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business46% rewritten

Risks Related to Our Business and Operations

1. 02Changes to regulatory, funding, staffing, trade, and other policies and actions by the U.S. political administration could adversely affect our business operations or the operations of our tenants or operatorsNew
2. 03We may be negatively impacted by macroeconomic trends that may increase borrowing, construction, labor, and other operating or administrative costs for us and our tenants, operators, and borrowers69% rewritten
3. 04Life science industry changes could have a material adverse effect on our business, results of operations, and financial condition
4. 05Our lab tenants face significant regulation, funding requirements, and uncertainty45% rewritten
5. 06Decreases in our tenants’, operators’, or borrowers’ revenues, or increases in their expenses, or other factors adversely affecting their ability to borrow money, could affect their ability to meet their financial and other contractual obligations to us
6. 07We may be negatively impacted by the insolvency or bankruptcy of, or the inability to obtain funding by, one or more of our major tenants, operators, or borrowers
7. 08We depend on real estate investments, particularly in the healthcare property sector, making us more vulnerable to events affecting the healthcare property sector, including a downturn or slowdown in that sector, or laws affecting REIT ownership of healthcare properties57% rewritten
8. 09The illiquidity of our real estate investments may prevent us from timely responding to economic or investment performance changes
9. 10Identifying and securing new or replacement tenants or operators can be time consuming and costly
10. 11Property development, redevelopment, and tenant improvement risks can render a project less profitable or unprofitable and delay or prevent its undertaking or completion34% rewritten
11. 12Delays in project completion also delay the commencement of related rental payments, including increases in rental payments following tenant improvement projects, and may provide tenants the right to terminate leases or cause us to incur additional costs, including through rent abatement
12. 13The foregoing risks could result in not achieving anticipated returns on investment and could have a material adverse effect on our business, results of operations, and financial condition
13. 14We assume operational risks with respect to our senior housing properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations, and financial condition52% rewritten
14. 15Required regulatory approvals can delay or prohibit transfers of our senior housing properties
15. 16Compliance with the Americans with Disabilities Act and fire, safety, and other regulations may require us to make expenditures that adversely affect our cash flows
16. 17The requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid may adversely affect our tenants’, operators’, and borrowers’ ability to meet their financial and other contractual obligations to us27% rewritten
17. 18Economic conditions, natural disasters, weather, and other events or conditions that negatively affect geographic areas where we have concentrated investments could have a material adverse effect on our business, results of operations, and financial condition
18. 19Uninsured or underinsured losses could result in a significant loss of capital invested in a property, lower than expected future revenues, and unanticipated expenses
19. 20Our use of joint ventures may limit our returns on and our flexibility with jointly owned investments
20. 21We derive a significant portion of our revenues from leasing properties pursuant to leases that generally provide for fixed rental rates, subject to annual escalations. If inflation exceeds our annual escalations, our growth and profitability may be limitedNew
21. 22Competition may make it difficult to identify and purchase, or develop, suitable healthcare properties to grow our investment portfolio, to finance acquisitions on favorable terms, or to retain or attract tenants and operators
22. 23We may be unable to successfully exercise rights on the collateral securing our real estate-related loans and, even if we are successful in exercising those rights, we may be unable to successfully operate, occupy, or reposition the underlying real estate
23. 24We may be required to recognize reserves, allowances, credit losses, or impairment charges
24. 25We may invest substantial resources and time in investments or transactions that are not consummated35% rewritten
25. 26We may not be able to successfully integrate or operate acquisitions and/or internalize property management, or may incur unanticipated liabilities
26. 27We may be affected by unfavorable resolution of litigation or disputes and rising liability and insurance costs as a result thereof or other market factors
27. 28Environmental compliance costs and liabilities associated with our real estate-related investments may be substantial and may materially impair the value of those investments
28. 29Corporate impact and sustainability commitments and changing requirements, as well as varying stakeholder expectations, may impose additional costs and expose us to new risks
29. 30We may be impacted by epidemics, pandemics, or other infectious disease outbreaks, and health and safety measures intended to reduce their spread
30. 31Our past participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs could subject us or our operators to disruptive government and financial audits, enforcement actions, and recovery activity31% rewritten
31. 32Laws or regulations prohibiting eviction of our tenants, even on a temporary basis, could have a material adverse effect on our revenues if our tenants fail to make their contractual rent payments to us23% rewritten
32. 33Human capital risks, including the loss or limited availability of our key personnel, could disrupt or impair our operations
33. 34We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of that technology could harm our business

Risks Related to Our Capital Structure and Market Conditions

1. 35Volatility, disruption, or uncertainty in the financial markets may impair our ability to raise capital, obtain new financing or refinance existing obligations, and fund acquisition and development activities
2. 36Increased interest rates and borrowing costs could materially adversely impact our business and ability to refinance existing debt, sell properties, and conduct investment activities85% rewritten
3. 37Higher borrowing costs could limit our ability to refinance existing debt when it matures, or cause us to pay higher interest rates upon refinancing and increased interest expense on refinanced indebtedness
4. 38Cash available for distribution to stockholders may be insufficient to make dividend distributions at expected levels and are made at the discretion of our Board of Directors
5. 39If access to external capital is unavailable on acceptable terms or at all, it could have a material adverse effect on our ability to meet commitments as they become due or make investments necessary to grow our business
6. 40Our level of indebtedness may increase and materially adversely affect our future operations
7. 41Covenants in our debt instruments limit our operational flexibility, and breaches of these covenants could result in adverse actions by our creditors
8. 42The market price and trading volume of our common stock may be volatile
9. 43Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms
10. 44The pending Janus Living Offering may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefitsNew
11. 45Following the Janus Living Offering, we intend to externally manage and retain a substantial majority interest in Janus Living, with new public shareholders owning the remaining interest. We will also be entitled to nominate certain directors for election to Janus Living’s board of directorsNew
12. 46We may be subject to conflicts of interest arising out of our relationship with Janus Living and our officers and/or directors who are also officers and/or directors of Janus Living. Transactions between us and Janus Living are subject to approval by the independent members of the board of directors of Janus LivingNew
13. 47Loss of our tax status as a REIT would substantially reduce our available funds and would have materially adverse consequences for us and the value of our common stock
14. 48Our taxable REIT subsidiaries (TRSs) may be subject to corporate level tax
15. 49The tax imposed on any net income from “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes
16. 50Further changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders
17. 51Potential deferred and contingent tax liabilities from corporate acquisitions could limit or delay future property sales
18. 52There are uncertainties relating to the calculation of non-REIT tax earnings and profits (“E&P”) in certain acquisitions, which may require us to distribute E&P
19. 53Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may require us to maintain certain debt levels that otherwise would not be required to operate our business
20. 54Our charter contains ownership limits with respect to our common stock and other classes of capital stock
21. 55We are subject to certain provisions of Maryland law and our charter relating to business combinations that may prevent a transaction that may otherwise be in the interest of our stockholders
22. 56Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of Healthpeak OP common units, which may impede business decisions that could benefit our stockholders
23. 57Certain provisions in the operating agreement of Healthpeak OP or other agreements may delay or prevent unsolicited acquisitions of us or certain other transactions
24. 58We are a holding company with no direct operations and, as such, we will rely on funds received from Healthpeak OP to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of Healthpeak OP and its subsidiaries