Contract
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Exhibit 1.1
PHYSICIANS REALTY L.P.
(a Delaware limited partnership)
$400,000,000 4.300% Senior Notes due 2027
UNDERWRITING AGREEMENT
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PHYSICIANS REALTY L.P.
(a Delaware limited partnership)
$400,000,000 4.300% Senior Notes due 2027
UNDERWRITING AGREEMENT
March 2, 2017
X.X. Xxxxxx Securities LLC
Credit Agricole Securities (USA) Inc.
Xxxxxxxxx LLC
as Representatives of the several Underwriters
c/o X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Credit Agricole Securities (USA) Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Jefferies LLC
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and
Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”), confirm
their agreement with X.X. Xxxxxx Securities LLC (“JPM”), Credit Agricole Securities (USA) Inc.
(“Credit Agricole”) and Xxxxxxxxx LLC (“Jefferies”), and each of the other Underwriters named in
Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom JPM, Credit Agricole and
Jefferies are acting as representatives (in such capacity, the “Representatives”), with respect to the
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sale by the Operating Partnership and the purchase by the Underwriters, acting severally and not
jointly, of the principal amount of the Operating Partnership’s 4.300% Senior Notes due 2027 (the
“Notes”) set forth opposite their respective names in Schedule A hereto. The aggregate principal
amount of the Notes sold to all of the Underwriters will be equal to $400,000,000. The Notes will
be fully and unconditionally guaranteed on a senior unsecured basis as to payment of the principal
thereof, and premium, if any, and interest thereon (the “Guarantee,” and together with the Notes,
the “Securities”) by the Company. The Securities will be issued pursuant to an indenture (the “Base
Indenture”), to be dated as of the Closing Time (as defined below), among the Operating
Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee
(the “Trustee”), as supplemented by a supplemental indenture, to be dated as of the Closing Time
(the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
The Company and the Operating Partnership understand that the Underwriters propose to
make a public offering of the Securities as soon as the Representatives deem advisable after this
underwriting agreement (this “Agreement”) has been executed and delivered.
The Company and the Operating Partnership have filed with the Securities and Exchange
Commission (the “Commission”) an “automatic shelf registration statement” under the Securities
Act of 1933, as amended (the “1933 Act”), on Form S-3ASR (No. 333-216214), including a base
prospectus, as amended by Post-Effective Amendment No. 1 thereto, covering the registration of
certain securities, including the Securities, under the 1933 Act and the rules and regulations
promulgated thereunder (the “1933 Act Regulations”), each of which became effective upon filing
under Rule 462(e) under the 1933 Act Regulations (“Rule 462(e)”). Such registration statement,
at any given time, means such registration statement, as amended by any post-effective
amendments thereto at such time, including the exhibits and any schedules thereto at such time,
the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12
of Form S-3 under the 1933 Act at such time, and the information and documents otherwise
deemed to be a part thereof pursuant to Rule 430B under the 1933 Act Regulations (“Rule 430B”),
including any prospectus supplement relating to the Securities that is filed with the Commission
pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”) at such time, is referred to
herein as the “Registration Statement.”
Each preliminary prospectus, including the base prospectus and each preliminary
prospectus supplement, related to the offering of the Securities and filed with the Commission
pursuant to Rule 424(b), including the documents incorporated or deemed to be incorporated by
reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are collectively referred to
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herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement,
the Company and the Operating Partnership will prepare and file a final prospectus relating to the
Securities in accordance with the provisions of Rule 424(b) under the 1933 Act. The final
prospectus, including the base prospectus and the final prospectus supplement, in the form first
furnished or made available to the Underwriters for use in connection with the offering of the
Securities, including the documents incorporated or deemed to be incorporated by reference
therein pursuant to Item 12 and of Form S-3 under the 1933 Act, are collectively referred to herein
as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement,
any preliminary prospectus, the Prospectus or any amendment or supplement to any of the
foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”).
As used in this Agreement:
“Applicable Time” means 3:00 p.m. New York City time, on March 2, 2017.
“General Disclosure Package” means any Issuer General Use Free Writing
Prospectuses issued at or prior to the Applicable Time and the most recent preliminary prospectus
(including any documents incorporated therein by reference) that is distributed to investors prior
to the Applicable Time all considered together.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as
defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any
“free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”))
relating to the Securities that is (i) required to be filed with the Commission by the Company or
the Operating Partnership, (ii) a “road show that is a written communication” within the meaning
of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from
filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the
Securities or of the offering that does not reflect the final terms, in each case in the form filed or
required to be filed with the Commission or, if not required to be filed, in the form retained in the
Company’s and/or the Operating Partnership’s records pursuant to Rule 433(g).
“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing
Prospectus that is intended for general distribution to prospective investors (other than a “bona
fide electronic road show,” as defined in Rule 433), as evidenced by its being specified in Schedule
B hereto.
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statements included or incorporated by reference in the Registration Statement, the General
Disclosure Package and the Prospectus, together with the related schedules and notes,
present fairly in all material respects: the financial position of the Company, the Operating
Partnership and their respective consolidated subsidiaries on a consolidated basis at the
dates indicated and the statement of operations, shareholders’ equity and cash flows of the
Company, the Operating Partnership and their respective consolidated subsidiaries for the
periods specified, except as may be stated in the related notes thereto; said financial
statements have been prepared in conformity with U.S. generally accepted accounting
principles (“GAAP”) applied on a consistent basis throughout the periods involved, except
as may be stated in the related notes thereto. The supporting schedules, if any, present fairly
in all material respects and in accordance with GAAP the information required to be stated
therein. The selected financial data and the summary financial information included in the
Registration Statement, the General Disclosure Package and the Prospectus present fairly
in all material respects the information shown therein and have been compiled on a basis
consistent with that of the audited financial statements included therein. The pro forma
financial statements and the related notes thereto included in the Registration Statement,
the General Disclosure Package and the Prospectus present fairly in all material respects
the information shown therein, have been prepared in accordance with the Commission’s
rules and guidelines with respect to pro forma financial statements and have been properly
compiled on the basis described therein, and the Company has determined the assumptions
used in the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to therein. Except
as included therein, no historical or pro forma financial statements or supporting schedules
are required to be included or incorporated by reference in the Registration Statement, the
General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act
Regulations or the 1934 Act Regulations. All disclosures contained in the Registration
Statement, the General Disclosure Package or the Prospectus, or incorporated by reference,
regarding “non-GAAP financial measures” (as such term is defined by the rules and
regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of
Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible
Business Reporting Language incorporated by reference in the Registration Statement, the
General Disclosure Package and the Prospectus, if any, fairly presents the information
called for in all material respects and has been prepared in accordance with the
Commission’s rules and guidelines applicable thereto.
(x) No Material Adverse Change in Business. Except as otherwise stated
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any of the properties or assets of the Company, the Operating Partnership or any of their
respective subsidiaries is subject (collectively, “Agreements and Instruments”), except for
such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect,
or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of
any arbitrator, court, governmental body, regulatory body, administrative agency or other
authority, body or agency having jurisdiction over the Company, the Operating
Partnership, or any of their respective subsidiaries or any of their respective properties,
assets or operations (each, a “Governmental Entity”), except for such violations that would
not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated herein and in the Registration Statement, the General Disclosure Package
and the Prospectus (including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described therein under the caption “Use of
Proceeds”) and compliance by the Company and the Operating Partnership with their
respective obligations hereunder have been duly authorized by all necessary corporate or
partnership action (as applicable) and do not and will not, whether with or without the
giving of notice or passage of time or both, conflict with or constitute a breach of, or default
or Repayment Event (as defined below) under, or result in the creation or imposition of
any lien, charge or encumbrance upon any properties or assets of the Company, the
Operating Partnership, or any of their respective subsidiaries pursuant to, the Agreements
and Instruments (except for such conflicts, breaches, defaults or Repayment Events or
liens, charges or encumbrances that would not reasonably be expected, singly or in the
aggregate, to result in a Material Adverse Effect), nor will such action result in any
violation of the provisions of the declaration of trust (or charter), by-laws, certificate of
limited partnership, partnership agreement or similar organizational document of the
Company, the Operating Partnership, or any of their respective subsidiaries or any law,
statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As
used herein, a “Repayment Event” means any event or condition which gives the holder of
any note, debenture or other evidence of indebtedness (or any person acting on such
holder’s behalf) the right to require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company, the Operating Partnership, or any of their
respective subsidiaries.
(xxii) Absence of Labor Dispute. No labor dispute with the employees of the
Company, the Operating Partnership or any of their respective subsidiaries exists or, to the
knowledge of the Company or the Operating Partnership, is imminent, and the Company
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against or affecting the Company, the Operating Partnership or any of their respective
subsidiaries, which would reasonably be expected to result in a Material Adverse Effect,
or which would reasonably be expected to materially and adversely affect the
consummation of the transactions contemplated in this Agreement or the performance by
the Company or the Operating Partnership of their respective obligations hereunder; and
the aggregate of all pending legal or governmental proceedings to which the Company, the
Operating Partnership or any of their respective subsidiaries is a party or of which any of
their respective properties or assets is the subject which are not described in the
Registration Statement, the General Disclosure Package and the Prospectus, including
ordinary routine litigation incidental to the business, would not reasonably be expected to
result in a Material Adverse Effect.
(xxv) Accuracy of Exhibits. There are no contracts or documents which are
required to be described in the Registration Statement, the General Disclosure Package or
the Prospectus or to be filed as exhibits to the Registration Statement which have not been
so described and filed as required.
(xxvi) Absence of Further Requirements. No filing with, or authorization,
approval, consent, license, order, registration, qualification or decree of, any Governmental
Entity is necessary or required for the performance by the Company, the Operating
Partnership or any of their respective subsidiaries of their obligations hereunder, in
connection with the offering, issuance or sale of the Securities hereunder or the
consummation of the transactions contemplated by this Agreement, except such as have
been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations,
the rules of the New York Stock Exchange, state securities laws or the rules of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).
(xxvii) Possession of Licenses and Permits. The Company, the Operating
Partnership and their respective subsidiaries possess such permits, licenses, approvals,
consents and other authorizations (collectively, “Governmental Licenses”) issued by the
appropriate Governmental Entities necessary to conduct the business now operated by
them, except where the failure so to possess would not, singly or in the aggregate, result in
a Material Adverse Effect. The Company, the Operating Partnership and their respective
subsidiaries are in compliance with the terms and conditions of all Governmental Licenses,
except where the failure so to comply would not, singly or in the aggregate, result in a
Material Adverse Effect. All of the Governmental Licenses are valid and in full force and
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whole or in part, by the Company, the Operating Partnership or any of their respective
subsidiaries. To the knowledge of the Company and the Operating Partnership, none of the
tenants under any lease of space at any of the Properties that, singly or in the aggregate, is
material to the Company, the Operating Partnership or any of their respective subsidiaries
considered as one enterprise is the subject of bankruptcy, reorganization or similar
proceedings. None of the Company, the Operating Partnership or any of their respective
subsidiaries have received from any Governmental Entity any written notice of any
condemnation of or zoning change materially affecting any Property or any part thereof,
and the Company, the Operating Partnership or any of their respective subsidiaries have no
knowledge of any such condemnation or zoning change which is threatened and, in each
case, which if consummated would reasonably be expected to result in a Material Adverse
Effect. Each of the Properties complies in all material respects with all applicable codes,
ordinances, laws and regulations (including without limitation, building and zoning codes,
laws and regulations and laws relating to access to the Properties), except for failures to
the extent disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus and except for such failures to comply that would not individually or in the
aggregate reasonably be expected to result in a Material Adverse Effect. None of the
Company, the Operating Partnership or any of their respective subsidiaries have received
written notice of proposed material special assessment or any proposed change in any
property tax, zoning or land use law or availability of water affecting any Property that
would reasonably be expected to result in a Material Adverse Effect. Except as described
in the Registration Statement, the General Disclosure Package and the Prospectus, the
Company, the Operating Partnership or one or more of their respective subsidiaries have
obtained, on or prior to the date hereof, one or more title insurance policies on, whether
directly or through assignment or endorsements, or a so-called “fairway-endorsement” on
existing title policies covering, the fee interests (or leasehold interests as the case may be)
from a nationally recognized title insurance company, or, if such title policy has not been
issued, a binding commitment by such title insurance company to issue such a policy,
which policies include commercially reasonable exceptions, with coverage in such
amounts as are commercially reasonable for the assets owned or leased by the Company,
the Operating Partnership and their respective subsidiaries and that are consistent with the
types and amounts of insurance typically maintained by owners of similar properties, and
such title insurance policies, fairway endorsements or binding commitments, as the case
may be, are in full force and effect in all material respects. Except as would not,
individually or in the aggregate reasonably be expected to result in a Material Adverse
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Effect, there are no encroachments upon any Property by improvements on an adjacent
property, and none of the improvements on any Property encroach on any adjacent
property, streets or alleys. Except as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus, none of the Company, the Operating Partnership
or any of their respective subsidiaries is a party to any material lease that is required to be
disclosed in the Registration Statement or the Prospectus. Except as set forth in the
Registration Statement, the General Disclosure Package and the Prospectus, none of the
Company, the Operating Partnership or any of their respective subsidiaries holds any
Property under a ground lease, and true and complete copies of each ground lease described
in the Registration Statement, the General Disclosure Package and the Prospectus have
been provided to the Underwriters or their counsel. To the knowledge of the Company and
the Operating Partnership, all real property owned or leased by the Company, the Operating
Partnership or a Subsidiary is free of material structural defects and all building systems
contained therein are in good working order in all material respects, subject to ordinary
wear and tear or, in each instance, the Company, the Operating Partnership or their
respective subsidiaries have created an adequate reserve to effect reasonably required
repairs, maintenance and capital expenditures; to the knowledge of the Company and the
Operating Partnership, water, storm water, sanitary sewer, electricity and telephone service
are all available at the property lines of such property over duly dedicated streets or
perpetual easements of record benefiting such property; except as described in the
Registration Statement, the General Disclosure Package and the Prospectus, to the
knowledge of the Company and the Operating Partnership, there is no pending or
threatened special assessment, tax reduction proceeding or other action that, individually
or in the aggregate, could reasonably be expected to increase or decrease the real property
taxes or assessments of any of such property, that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect. To the knowledge of the
Company and the Operating Partnership, except as set forth in or described in the
Registration Statement, the General Disclosure Package and the Prospectus, including as
may be reflected in the pro forma financial statements, and except as would not,
individually or in the aggregate, reasonably be expected have a Material Adverse Effect:
(A) no rentals or other amounts due under any lease have been paid more than one (1)
month in advance; (B) no tenant has asserted in writing any defense or set-off against the
payment of rent in connection with any lease nor has any tenant contested any tax,
operating cost or other escalation payment or occupancy charge, or any other amounts
payable under its leases; (C) all tenants, licensees, franchisees or other parties under any
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obtained the written consent to the use of such data from such sources.
(b) Officer’s Certificates. Any certificate signed by any officer of the Company or the
Operating Partnership delivered to the Representatives or to counsel for the Underwriters shall be
deemed a representation and warranty by the Company and the Operating Partnership to each
Underwriter as to the matters covered thereby.
SECTION 2. Sale and Delivery to Underwriters; Closing.
(a) Sale of Securities. On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees
to issue and sell to each Underwriter, severally and not jointly, and each Underwriter, severally
and not jointly, agrees to purchase from the Operating Partnership, at a purchase price of 99.027%
of the aggregate principal amount of the Securities, the principal amount of Securities set forth in
Schedule A hereto opposite the name of such Underwriter, plus any additional principal amount
of Securities which such Underwriter may become obligated to purchase pursuant to the provisions
of Section 10 hereof.
The Company and the Operating Partnership understand that the Underwriters intend to
make a public offering of the Securities as soon after the effectiveness of this Agreement as in the
judgment of the Representatives is advisable, and initially to offer the Securities on the terms set
forth in the General Disclosure Package. The Company and the Operating Partnership
acknowledge and agree that the Underwriters may offer and sell the Securities to or through any
affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased
by it to or through any Underwriter.
(b) Payment. Payment of the purchase price for, and delivery of, the Securities shall
be made at the offices of Xxxxx Day, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, or at such
other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New
York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time)
on any given day) business day after the date hereof (unless postponed in accordance with the
provisions of Section 10), or such other time not later than ten business days after such date as
shall be agreed upon by the Representatives and the Company (such time and date of payment and
delivery being herein called “Closing Time”).
Payment for the Securities shall be made by wire transfer in immediately available funds
to the bank account(s) specified by the Operating Partnership to the Representatives against
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delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the
Underwriters, of one or more global notes representing the Securities (collectively, the “Global
Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by
the Operating Partnership. The Global Note will be made available for inspection by the
Representatives not later than 1:00 P.M., New York City time, on the business day prior to the
Closing Time.
SECTION 3. Covenants of the Company and the Operating Partnership. The
Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as
follows:
(a) Compliance with Securities Regulations and Commission Requests. The Company,
subject to Section 3(b), will comply with the requirements of Rule 430B, and will notify the
Representatives promptly, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective or any amendment or supplement
to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission,
(iii) of any request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus, including any document incorporated by reference
therein or for additional information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment or of
any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of
the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes or of any examination
pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if
the Company or the Operating Partnership become the subject of a proceeding under Section 8A
of the 1933 Act in connection with the offering of the Securities. The Company and the Operating
Partnership will effect all filings required under Rule 424(b), in the manner and within the time
period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it
deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under
Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will
promptly file such prospectus. The Company and the Operating Partnership will make every
reasonable effort to prevent the issuance of any stop order, prevention or suspension and, if any
such order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Continued Compliance with Securities Laws. The Company and the Operating
Partnership will comply with the 1933 Act, the 1933 Act Regulations, the 0000 Xxx and the 1934
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litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission; provided that
(subject to Section 6(d) below) any such settlement is effected with the written consent of
the Company; and
(iii) against any and all expense whatsoever, as incurred (including the fees
and disbursements of counsel chosen by the Representatives), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in the Registration Statement (or any amendment thereto), including
any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure
Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with the Underwriter Information.
Insofar as this indemnity agreement may permit indemnification for liabilities under the
1933 Act of any person who is a partner of an Underwriter or who controls an underwriter within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and who, at the date of
this Agreement, is a trustee or officer of the Company or controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act, such indemnity agreement is subject
to the undertaking of the Company in the Registration Statement under Item 17.
(b) Indemnification of Company, the Operating Partnership, Trustees and Officers.
Each Underwriter severally agrees to indemnify and hold harmless the Company, the Operating
Partnership, the Company’s trustees, each of the Company’s officers who signed the Registration
Statement, and each person, if any, who controls the Company or the Operating Partnership within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment thereto),
including any information deemed to be a part thereof pursuant to Rule 430B, or any preliminary
prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus
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underwriting discount received by the Underwriters, on the other hand, in each case as set forth on
the cover of the Prospectus, bear to the aggregate public offering price of the Securities as set forth
on the cover of the Prospectus.
The relative fault of the Company and the Operating Partnership, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company and the Operating Partnership
or by the Underwriters and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company, the Operating Partnership and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to above in this
Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by
an indemnified party and referred to above in this Section 7 shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue
statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 0000 Xxx) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
For purposes of this Section 7, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s
Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and
each trustee of the Company, each officer of the Company who signed the Registration Statement,
and each person, if any, who controls the Company or the Operating Partnership within the
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meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company or the Operating Partnership. The Underwriters’ respective
obligations to contribute pursuant to this Section 7 are several in proportion to the aggregate
principal amount of the Securities set forth opposite their respective names in Schedule A hereto
and not joint.
SECTION 8. Representations, Warranties and Agreements to Survive. All
representations, warranties and agreements contained in this Agreement or in certificates of
officers of the Company and the Operating Partnership submitted pursuant hereto, shall remain
operative and in full force and effect regardless of (i) any investigation made by or on behalf of
any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its
officers or directors or any person controlling the Company or the Operating Partnership and (ii)
delivery of and payment for the Securities.
SECTION 9. Termination of Agreement.
(a) Termination. The Representatives may terminate this Agreement, by notice to the
Company, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the
Representatives, since the time of execution of this Agreement or since the respective dates as of
which information is given in the Registration Statement, the General Disclosure Package or the
Prospectus, any Material Adverse Effect or (ii) if there has occurred any material adverse change
in the financial markets in the United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or development involving
a prospective change in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts
for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended
or materially limited by the Commission or the New York Stock Exchange, or (iv) if trading
generally on the NYSE MKT LLC or the New York Stock Exchange or in the Nasdaq Global
Market has been suspended or materially limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any of said exchanges or by
order of the Commission, FINRA or any other governmental authority, or (v) a material disruption
has occurred in commercial banking or securities settlement or clearance services in the United
States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking
moratorium has been declared by either Federal or New York authorities.
(b) Liabilities. If this Agreement is terminated pursuant to this Section, such
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trustees referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended to be for the sole
and exclusive benefit of the Underwriters, the Company and the Operating Partnership and their
respective successors, and said controlling persons and officers and trustees and their heirs and
legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of
Securities from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.
SECTION 14. Trial by Jury. The Company (on its behalf and, to the extent
permitted by applicable law, on behalf of its shareholders and affiliates), the Operating Partnership
and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.
SECTION 15. GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF,
THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 16. TIME. TIME SHALL BE OF THE ESSENCE OF THIS
AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF
DAY REFER TO NEW YORK CITY TIME.
SECTION 17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same Agreement.
SECTION 18. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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[Signature Page to Underwriting Agreement.]
If the foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the Underwriters, the Company and the
Operating Partnership in accordance with its terms.
Very truly yours,
PHYSICIANS REALTY TRUST
By /s/ Xxxx X. Xxxxxx ____________________
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
PHYSICIANS REALTY L.P.
By: Physicians Realty Trust, its general partner
By /s/ Xxxx X. Xxxxxx ____________________
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
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[Signature Page to Underwriting Agreement.]
CONFIRMED AND ACCEPTED,
as of the date first above written:
X.X. XXXXXX SECURITIES LLC
By /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Director
CREDIT AGRICOLE SECURITIES (USA) INC.
By /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Head of DCM Origination, Americas
XXXXXXXXX LLC
By /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Director
For themselves and as Representatives of the other Underwriters named in Schedule A hereto.
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A-1
Schedule A
Name of Underwriter
Principal Amount of
Notes
X.X. Xxxxxx Securities LLC $120,000,000
Credit Agricole Securities (USA) Inc. 100,000,000
Xxxxxxxxx LLC 100,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 12,000,000
BMO Capital Markets Corp. 12,000,000
RBC Capital Markets, LLC 12,000,000
KeyBanc Capital Markets Inc. 11,000,000
Xxxxxx Xxxxxxx & Co. LLC 11,000,000
Xxxxxx X. Xxxxxxx & Company, Inc. 11,000,000
Xxxxxx, Xxxxxxxx & Company, Incorporated 11,000,000
Total ........................................................................................ $400,000,000
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B-1
Schedule B
1. Final Term Sheet
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C-1
Schedule C
Physicians Realty L.P.
Fully and unconditionally guaranteed by
Physicians Realty Trust
$400,000,000 4.300% Senior Notes due 2027
Issuer: Physicians Realty L.P. (the “Operating Partnership”)
Guarantor: Physicians Realty Trust
Aggregate Principal Amount: $400,000,000
Expected Ratings* (Xxxxx’x/S&P): Baa3/BBB-
Trade Date: Xxxxx 0, 0000
Xxxxxxxxxx Date: March 7, 2017 (T+3)
Final Maturity Date: March 15, 2027
Public Offering Price: 99.677%
Yield to Maturity: 4.340%
Coupon: 4.300%
Benchmark Treasury: UST 2.250% due February 15, 2027
Benchmark Treasury Price / Yield: 97-28+ / 2.490%
Spread to Benchmark Treasury: T+185 bps
Interest Payment Dates: March 15 and September 15 of each year, commencing September 15,
2017
Record Dates: March 1 and September 1 of each year
CUSIP / ISIN: 71951Q AA0 / US71951QAA04
Optional Redemption:
The Operating Partnership may, at its option, redeem the notes, in whole
at any time or in part from time to time, in each case prior to December
15, 2026 (three months prior to the stated maturity date of the notes), for
cash, at a redemption price equal to the greater of (1) 100% of the
principal amount of the notes to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal of, and
interest on the notes to be redeemed, exclusive of unpaid interest, if any,
accrued to, but not including, the redemption date, that would be due after
the related redemption date but for such redemption, discounted to such
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C-2
redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Rate plus
30 basis points, plus, in each case unpaid interest, if any, accrued to, but
not including, such redemption date.
At any time on or after December 15, 2026 (three months prior to the
stated maturity date of the notes), the Operating Partnership may, at its
option, redeem the notes, in whole at any time or in part from time to
time, at a redemption price equal to 100% of the principal amount of the
notes to be redeemed plus unpaid interest, if any, accrued to, but not
including, the related redemption date.
Joint Book-Running Managers:
X.X. Xxxxxx Securities LLC
Credit Agricole Securities (USA) Inc.
Xxxxxxxxx LLC
Co-Managers:
BMO Capital Markets Corp.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
RBC Capital Markets, LLC
KeyBanc Capital Markets Inc.
Xxxxxx Xxxxxxx & Co. LLC
Xxxxxx X. Xxxxxxx & Company, Inc.
Xxxxxx, Xxxxxxxx & Company, Incorporated
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
Physicians Realty Trust and the Operating Partnership have filed a registration statement (including 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 prospectus in that registration statement and
other documents Physicians Realty Trust and the Operating Partnership have filed with the SEC, including
the prospectus supplement, for more complete information about Physicians Realty Trust, the Operating
Partnership and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site
at xxx.xxx.xxx. Alternatively, Physicians Realty Trust, the Operating Partnership, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus
supplement if you request it by calling X.X. Xxxxxx Securities LLC collect at (000) 000-0000, Credit Agricole
Securities (USA) Inc. at (000) 000-0000 or Xxxxxxxxx LLC at (000) 000-0000.