IRVINE, Calif., July 26, 2017 /PRNewswire/ -- HCP, Inc.
(NYSE:HCP) today announced the early tender results for its
previously announced tender offer (the "Tender Offer") to purchase
for cash up to an aggregate principal amount of $500,000,000 of HCP's 5.375% Senior Notes due
2021 (the "Notes") as described in the table below.
The Tender Offer is being made pursuant to the terms and
conditions set forth in the offer to purchase, dated July 12, 2017 (as the same may be amended or
supplemented, the "Offer to Purchase"). HCP refers investors
to the Offer to Purchase for the complete terms and conditions of
the Tender Offer.
As of the previously announced early tender date and time of
5:00 p.m., Eastern Time, on
July 25, 2017 (the "Early Tender
Date"), according to information provided by Global Bondholder
Services Corporation, the tender and information agent for the
Tender Offer, $592,701,000 aggregate
principal amount of the Notes had been validly tendered and not
validly withdrawn in the Tender Offer. Withdrawal rights for
the Notes expired at 5:00 p.m., Eastern
Time, on July 25, 2017.
The table below sets forth the aggregate principal amount and
percentage of the Notes validly tendered and not validly withdrawn
by the Early Tender Date.
Title of
Note
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Premium
(2)(3)
|
Principal
Amount
Tendered at
Early Tender
Date (4)
|
Percent
Tendered of
Amount
Outstanding
|
5.375% Senior Notes
due 2021 (1)
|
40414LAD1
|
$1,200,000,000
|
1.750% UST due
6/30/22
|
FIT1
|
+35 bps
|
$30
|
$592,701,000
|
49.39%
|
|
|
(1)
|
Issuer: HCP,
Inc.
|
(2)
|
Per $1,000 principal
amount.
|
(3)
|
Total Consideration
calculated on the basis of pricing for the applicable U.S. Treasury
Reference Security as of 2:00 p.m., Eastern Time, on July 26, 2017,
and is inclusive of the Early Tender Premium.
|
(4)
|
Because the
aggregate principal amount of the Notes validly tendered and not
validly withdrawn would result in an aggregate principal amount
that exceeds $500,000,000, any Notes accepted for purchase pursuant
to the Tender Offer will be on a prorated basis.
|
The "Total Consideration" for each $1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offer
will be determined in the manner described in the Offer to Purchase
at 2:00 p.m., Eastern Time, on
July 26, 2017. Only holders of
the Notes who validly tendered and did not validly withdraw their
Notes at or prior to the Early Tender Date are eligible to receive
the Total Consideration for any such Notes accepted for purchase
plus accrued and unpaid interest on such Notes from the last
interest payment date up to, but not including, the early
settlement date, which is expected to be July 27, 2017. Holders of Notes who validly
tender their Notes after the Early Tender Date but at or prior to
11:59 p.m., Eastern Time, on
August 8, 2017 will be eligible to
receive only an amount equal to the Total Consideration minus the
Early Tender Premium set forth in the table above for any such
Notes accepted for purchase plus accrued and unpaid interest on
such Notes from the last interest payment date up to, but not
including, the final settlement date.
Information Relating to the Tender Offer
Citigroup
Global Markets Inc. is the lead dealer manager for the Tender Offer
and Mizuho Securities USA LLC and
UBS Securities LLC are the co-dealer managers. Investors with
questions regarding the Tender Offer may contact Citigroup Global
Markets Inc. at (800) 558-3745 (toll-free) or (212)
723-6106.
None of HCP or its affiliates, their respective boards of
directors, the dealer managers, the tender and information agent or
the trustee with respect to the Notes is making any recommendation
as to whether holders should tender any Notes in response to the
Tender Offer, and neither HCP nor any such other person has
authorized any person to make any such recommendation.
Holders must make their own decision as to whether to tender any of
their Notes, and, if so, the principal amount of Notes to
tender.
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the Notes. The Tender Offer does not constitute an offer to
buy or the solicitation of an offer to sell the Notes in any
jurisdiction or in any circumstances in which such offer or
solicitation are unlawful. The full details of the Tender
Offer, including complete instructions on how to tender the Notes,
are included in the Offer to Purchase. Holders are strongly
encouraged to read carefully the Offer to Purchase, including
materials incorporated by reference therein, because they will
contain important information. The Offer to Purchase may be
downloaded from Global Bondholder Services Corporation's website at
www.gbsc-usa.com/HCP/ or obtained from Global Bondholder Services
Corporation, free of charge, by calling toll-free at (866) 470-4500
(bankers and brokers can call (212) 430-3774).
About HCP
HCP, Inc. is a fully integrated real estate
investment trust (REIT) that invests primarily in real estate
serving the healthcare industry in the United States. HCP
owns a large-scale portfolio diversified across multiple sectors,
led by senior housing, life science and medical office.
Recognized as a global leader in sustainability, HCP has been a
publicly-traded company since 1985 and was the first healthcare
REIT selected to the S&P 500 index.
Forward-Looking Statements
The statements contained in
this release which are not historical facts are forward-looking
statements. These statements include, among other things,
statements regarding our plans with respect to the Tender
Offer. All forward-looking statements are made as of the date
hereof, are not guarantees of future performance and are subject to
known and unknown risks, uncertainties, assumptions and other
factors — many of which are out of our and our management's control
and difficult to forecast — that could cause actual results to
differ materially from those set forth in or implied by such
forward-looking statements. These risks and uncertainties
include, but are not limited to, our ability to complete the Tender
Offer and reduce our outstanding debt within expected time-frames
or at all, and other risks and uncertainties described in the Offer
to Purchase and in our Securities and Exchange Commission
filings. You should not place undue reliance on any
forward-looking statements. We assume no, and hereby disclaim
any, obligation to update any forward-looking statements as a
result of new information or new or future developments, except as
otherwise required by law.
Contact
Andrew Johns
Vice President – Finance and Investor Relations
(949) 407-0400
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SOURCE HCP, Inc.