IRVINE, Calif., July 26, 2017 /PRNewswire/ -- HCP, Inc.
(NYSE:HCP) today announced the consideration payable in connection
with its previously announced tender offer (the "Tender Offer") to
purchase for cash up to an aggregate principal amount of
$500,000,000 (the "Aggregate Maximum
Tender Amount") of HCP's 5.375% Senior Notes due 2021 (the "Notes")
as described in the table below.
The Tender Offer was 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.
Title of
Note
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
U.S.
Treasury
Reference Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Premium (2)(3)
|
Total
Consideration (2)(3)
|
5.375% Senior Notes
due 2021 (1)
|
40414LAD1
|
$1,200,000,000
|
1.750% UST due
6/30/22
|
FIT1
|
+35 bps
|
$30
|
$1,099.08
|
|
|
(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.
|
The "Total Consideration" for each $1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offer was
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 5:00 p.m., Eastern
Time, on July 25, 2017 (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.
Withdrawal rights for the Tender Offer expired at 5:00 p.m., Eastern Time, on July 25, 2017.
Because the aggregate principal amount of the Notes validly
tendered and not validly withdrawn would result in an aggregate
principal amount that exceeds the Aggregate Maximum Tender Amount,
the Company will not accept for purchase all Notes that have been
tendered. Rather, the Company will accept the Notes for
purchase on a prorated basis, using a proration rate of
approximately 0.844012. The Company will accept for purchase the
aggregate principal amount of Notes tendered by a holder multiplied
by the applicable proration rate and then rounded down to the
nearest $1,000 increment.
The Tender Offer will expire at 11:59
p.m., Eastern Time, on August 8,
2017 (such time and date, as it may be extended, the
"Expiration Date"), unless earlier terminated. Unless the
Company increases the Aggregate Maximum Tender Amount prior to the
Expiration Date, no Notes tendered after the Early Tender Date will
be accepted pursuant to the Tender Offer. If the Company
increases the Aggregate Maximum Tender Amount in respect of the
Tender Offer, the Company will purchase an additional amount of
remaining the Notes that have been validly tendered in the Tender
Offer at or prior to the Expiration Date, promptly following the
Expiration Date. Holders of Notes who validly tender their
Notes after the Early Tender Date but at or prior to the Expiration
Date 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.