IRVINE, Calif., Dec. 10, 2018 /PRNewswire/ -- HCP, Inc. (NYSE:
HCP) (the "Company") announced today that it has agreed to sell
15,000,000 shares of its common stock, consisting of 2,000,000
shares offered directly by the Company and 13,000,000 shares
offered on a forward basis in connection with the forward sale
agreement described below, at a price of $28.90 per share (before deducting underwriting
discounts and commissions). The 15,000,000 share offering
represents a 1,000,000 share upsize to the originally proposed
14,000,000 share offering. The forward purchaser (as
described below) has also granted the underwriters a 30-day option
to purchase up to an additional 2,250,000 shares of the Company's
common stock.
BofA Merrill Lynch is acting as lead book-runner and Citigroup,
RBC Capital Markets and UBS Investment Bank are acting as
additional book-runners for this offering.
The Company has entered into a forward sale agreement with BofA
Merrill Lynch or its affiliate (the "forward purchaser"). The
forward purchaser is expected to borrow from third parties, and
sell to the underwriters, 13,000,000 shares of the Company's common
stock in connection with the forward sale agreement (or an
aggregate of 15,250,000 shares if the underwriters exercise their
option to purchase additional shares in full).
Subject to its right to elect cash or net share settlement, the
Company has agreed to issue and sell, upon physical settlement of
such forward sale agreement on one or more dates specified by the
Company within 12 months of entry into the forward sale agreement,
up to 13,000,000 shares of the Company's common stock to the
forward purchaser (or an aggregate of 15,250,000 shares if the
underwriters exercise their option to purchase additional shares in
full). In exchange for the shares, the Company will receive
cash proceeds per share equal to the applicable forward sale price
per share, which will initially be equal to the public offering
price per share in the offering less underwriting discounts and
commissions, subject to certain adjustments as provided in the
forward sale agreement.
The Company intends to use the net proceeds from the
offering and the net proceeds, if any, received upon
settlement of the forward sale agreement, to finance certain
pending acquisitions and development activities, with any
remaining proceeds to be used for general corporate purposes,
including repayment of its outstanding indebtedness or to fund
other potential acquisition, development and investment
opportunities.
This offering is being made pursuant to an effective shelf
registration statement and prospectus and a related preliminary
prospectus supplement filed by the Company with the Securities and
Exchange Commission. This press release shall not constitute
an offer to sell or the solicitation of any offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
Copies of the prospectus supplement and related prospectuses for
this offering can be obtained from BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte
NC 28255-0001, Attn: Prospectus Department, Email:
dg.prospectus_requests@baml.com.
About HCP
HCP, Inc. is a fully integrated real estate investment trust
(REIT) that invests in real estate serving the healthcare industry
in the United States. HCP owns a large-scale portfolio
primarily diversified across life science, medical office and
senior housing. 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
This press release contains forward-looking statements within
the meaning of federal securities laws and regulations. These
forward-looking statements are identified by their use of terms and
phrases such as "believe," "expect," "intend," "project,"
"anticipate," "position," and other similar terms and phrases,
including references to assumptions and forecasts of future
results. Forward-looking statements are not guarantees of
future performance and involve known and unknown risks,
uncertainties and other factors which may cause the actual results
to differ materially from those anticipated at the time the
forward-looking statements are made. These risks include, but
are not limited to the risk that we may not complete any pending
acquisitions or other transactions in a timely fashion or at all,
the risk we may not complete this offering in a timely fashion or
at all, and those risks and uncertainties associated with the
Company's business described in its Annual Report on Form 10-K
filed on February 13, 2018 and its
subsequent filings with the Securities and Exchange Commission.
Although the Company believes the expectations reflected in
such forward-looking statements are based upon reasonable
assumptions, the Company can give no assurance that the
expectations will be attained or that any deviation will not be
material. All information in this release is as of the date
of this release, and the Company undertakes no obligation to update
any forward-looking statement to conform the statement to actual
results or changes in its expectations, except as required by
law.
Contact
Andrew Johns
Vice President – Finance and Investor Relations
(949) 407-0400
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SOURCE HCP, Inc.