ScovilleUnits
15 years ago
Ventas Prevails in Litigation against HCP, Inc.
Friday , September 04, 2009 11:32ET
CHICAGO, Sep 04, 2009 (BUSINESS WIRE) -- Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") today announced that the jury has ruled in Ventas's favor in the Company's lawsuit against HCP, Inc. ("HCP") for tortious interference with business expectation arising out of the Company's acquisition of Sunrise Senior Living REIT ("Sunrise REIT") in April 2007. In connection with the ruling, the jury awarded the Company over $101 million in damages. The case was tried in United States District Court for the Western District of Kentucky.
"We are pleased that the jury recognized HCP's significantly wrongful actions in improperly interfering with Ventas's acquisition of Sunrise REIT," said Ventas Chairman, President and Chief Executive Officer Debra A. Cafaro. "The damages awarded by the jury, at least in part, will help compensate Ventas for the injury caused by HCP. We thank the jury members for their time and making the right decision."
http://www.knobias.com/story.htm?eid=3.1.02a494e365eed712baaef787e34b2e555b0730c934780e56290a8c2bfc554657
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HCP Announces Jury Verdict in Ventas Litigation
Friday , September 04, 2009 12:44ET
LONG BEACH, Calif., Sep 04, 2009 (BUSINESS WIRE) -- HCP (NYSE:HCP) announced that a jury reached a verdict in favor of Ventas, Inc., in an action brought against HCP in the United States District Court for the Western District of Kentucky for tortious interference with prospective business advantage in connection with Ventas's 2007 acquisition of Sunrise Senior Living REIT. The jury awarded Ventas approximately $101 million in compensatory damages. During the trial, the court dismissed Ventas's claims for punitive damages. Ventas originally sought approximately $300 million in compensatory damages as well as punitive damages. HCP will appeal the adverse jury verdict.
http://www.knobias.com/story.htm?eid=3.1.8f9f8fb1051a845bbef694570b8c888be50dacb4a21405ace788dd31525fc585
ScovilleUnits
15 years ago
Form 424B3 - Common Stock offered: 11.5 mil shares
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=6447601
Recent DevelopmentsOn August 3, 2009, we purchased a $720 million participation in first mortgage debt of HCR ManorCare at a discount for approximately $590 million. The $720 million participation bears interest at LIBOR plus 1.25% and represents 45% of the $1.6 billion most senior tranche of HCR ManorCare's mortgage debt. The mortgage debt matures in January 2012, with a one-year extension available at the borrower's option subject to certain conditions, and is secured by a first lien on 331 facilities located in 30 states. HCP obtained financing to fund 72% of the purchase price, resulting in a cash payment by HCP of $165 million. We intend to use a portion of the net proceeds from the offering to repay all borrowings under our revolving credit facility, including borrowings that were applied toward this cash payment. See "Use of Proceeds." The OfferingCommon Stock offered by HCP: 11,500,000 shares. Common Stock outstanding after this offering(*1)
286.8 million sharesUse of ProceedsWe intend to use the net proceeds from the offering to repay all borrowings under our revolving credit facility, including borrowings that were applied toward the cash payment of $165 million for the participation in first mortgage debt of HCR ManorCare, with the remainder to be used for general corporate purposes. See "Use of Proceeds."New York Stock Exchange symbol HCP--------------------------------------------------------------------------------
(*1) Based on 275,273,367 shares of our common stock outstanding as of July 31, 2009. Does not include:
• 7.1 million shares of common stock issuable upon the exercise of outstanding options;
• 10.6 million additional shares reserved for future awards under equity incentive plans;
• 5.9 million shares of common stock issuable in exchange for non-managing member units of affiliated entities; and
• up to 1,725,000 additional shares of common stock that the underwriters have the option to purchase from us.
You should carefully consider the information set forth under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008 and beginning on page 4 of the accompanying prospectus before deciding to invest in our common stock. For additional information regarding our common stock, see "Description of the Common Stock."
August 19, 2009 Common Stock Dividend
Our board of directors has declared a quarterly cash dividend on our common stock of $0.46 per share, payable on August 19, 2009 to stockholders of record as of the close of business on August 6, 2009. Since the delivery of shares sold hereunder will occur after the close of business on August 6, 2009, the purchasers will not be entitled to receive the August 19, 2009 dividend.
S-4
ScovilleUnits
15 years ago
BUYINS.NET: Healthcare REIT Stocks Expected To Be Higher After 6 of Top 6 Correlated Stocks Fire Buy Signal.
Tuesday , July 14, 2009 04:31ET
Jul 14, 2009 (M2 PRESSWIRE via COMTEX) -- BUYINS.NET / http://www.squeezetrigger.com is monitoring the top 6 most highly correlated Healthcare REIT stocks and 100% of them have fired a buy signal as of July 13, 2009. HCP Inc. (NYSE: HCP), Ventas (NYSE: VTR), Nationwide Health Properties (NYSE: NHP), Health Care REIT (NYSE: HCN), Healthcare Realty Trust (NYSE: HR) and Omega Healthcare (NYSE: OHI) are all expected to be higher as 6 of the top 6 stocks in the sector have fired a buy signal. Group rotation is a phenomenon where institutions exert buying or selling pressure in an industry group, pushing prices of the group higher or higher relative to the general market. An industry can often lead or lag the market, and the most highly correlated stocks (mirror closest to the overall move in that group) usually move in unison. The technology used to make these predictions is available for a low monthly fee at http://www.squeezetrigger.com/services/strat/mh.php . The chart below displays the correlation, beta and relative strength of the top 6 most highly correlated stocks in the highlighted industry group:
Name Symbol Correlation Beta RelStr Sector
HCP INC HCP 0.98 1.2 1 REIT - Healthcare Facilities
VENTAS INC VTR 0.97 1.13 1 REIT - Healthcare Facilities
NATIONWIDE HEALTH PROP NHP 0.93 0.9 1 REIT - Healthcare Facilities
HEALTH CARE REIT INC HCN 0.9 0.74 1.01 REIT - Healthcare Facilities
HEALTHCARE REALTY TRUST HR 0.86 1.31 1 REIT - Healthcare Facilities
OMEGA HEALTHCARE INVEST OHI 0.85 0.88 0.98 REIT - Healthcare Facilities
We automatically calculate correlation to help find the stocks that most closely match their groupas movement and generate powerful group consensus trading signals to profit from the herd mentality. When multiple stocks in a group turn at the same time and the rotation of that group is confirmed, an explosive move typically occurs. Correlation measures the tendency for a symbol to move in unison with the group, beta measures the amount the symbol is expected to move relative to the group and relative strength looks back at the recent past to show how the stock has been moving relative to the group.
The chart below looks at average seasonal moves (Seasonality) over the past 5 years of the stocks mentioned above and predicts an expected move up or down based on the odds (# of times it has happened in the past). Healthcare REIT stocks as a group have been up an average of +2.9% in July, +4.6% in August and +3.6% in September, a collective +11.1% in the next 10 weeks.
CLICK TO VIEW GRAPH: http://www.buyins.com/images/grouphealthreit7-13-09.jpg
Health Care Property Investors, Inc. (NYSE: HCP) operates as a real estate investment trust in the United States. The company, through its subsidiaries and joint ventures, invests in health care-related properties and provides mortgage financing on health care facilities. It acquires health care facilities and leases them to health care providers. As of December 31, 2005, the companyas real estate portfolio, including properties held through joint ventures and mortgage loans, consisted of interests in 527 facilities located in 42 states. Its properties include senior housing facilities, medical office buildings, hospitals, skilled nursing facilities, and other healthcare facilities, including laboratory and office buildings. Health Care Property Investors has elected to be treated as a REIT for federal income tax purposes and would not be subject to income tax, if it distributes approximately 90% of its taxable income to its share holders. The company was founded in 1985 and is headquartered in Long Beach, California.
Ventas, Inc. (NYSE: VTR), through its subsidiaries, operates as a healthcare real estate investment trust in the United States. It finances, owns, and leases healthcare related and senior housing facilities. As of December 31, 2005, Ventas owned 200 nursing facilities, 41 hospitals, and 139 seniors housing and other facilities in 42 states. It also leased 225 facilities, as of the above date. The company has elected to be taxed as a real estate investment trust. As a result, it would not be subject to corporate income tax on that portion of its net income that is distributed to shareholders. Ventas was founded in 1983 and is based in Louisville, Kentucky.
Nationwide Health Properties, Inc. (NYSE: NHP) operates as a real estate investment trust (REIT) that invests primarily in healthcare-related senior housing and long-term care facilities in the United States. As of February 8, 2006, the company had investments in 447 facilities in 39 states in the United States. It also provides financing to healthcare providers. As a REIT under the Internal Revenue Code, the company would not be subject to federal income tax, provided it distributes at least 90% of its REIT taxable income to its shareholders. Nationwide Health Properties was founded in 1985 and is based in Newport Beach, California.
Health Care REIT, Inc. (NYSE: HCN) is an equity real estate investment trust. The firm engages in investment, development, and management of properties. It primarily invests in health care properties. The firm invests across the full spectrum of senior housing and health care real estate, including independent living/continuing care retirement communities, assisted living facilities, skilled nursing facilities, hospitals, long-term acute care hospitals, and medical office buildings. Health Care REIT was founded in 1970 and is based in Toledo, Ohio.
Healthcare Realty Trust Incorporated (NYSE: HR), a real estate investment trust, engages in the ownership, acquisition, management, and development of real estate properties associated with the delivery of healthcare services in the United States. It also provides mortgage financing on healthcare facilities. As of December 31, 2005, the company had invested in real estate properties, including medical office/outpatient facilities, assisted living facilities, skilled nursing facilities, inpatient rehab facilities, independent living facilities, and other inpatient facilities. As of the above date, it owned 237 properties. As of the same date, the company provided property management services for 138 healthcare-related properties. Healthcare Realty Trust qualifies as a real estate investment trust for federal income tax purposes. The trust would not be subject to federal corporate income taxes if it distributes at least 90% of its taxable income to its stockholders. The company was founded by David R. Emery in 1992. The company is headquartered in Nashville, Tennessee.
Omega Healthcare Investors, Inc. (NYSE: OHI), a self-administered real estate investment trust (REIT), invests primarily in long-term healthcare facilities in the United States. The company provides lease or mortgage financing to qualified operators of skilled nursing facilities (SNFs), as well as to assisted living facilities (ALFs), independent living facilities (ILFs), and rehabilitation and acute care facilities. As of December 31, 2008, its portfolio of investments consisted of 256 healthcare facilities, including 227 SNFs, 7 ALFs, 2 rehabilitation hospitals owned and leased to third parties, and 2 ILFs; fixed rate mortgages on 15 long-term healthcare facilities; 2 SNFs owned and operated by us; and 1 SNF as held-for-sale. For federal income tax purposes, the company is structured as a real estate investment trust (REIT). As a REIT, it would not be subject to federal corporate income taxes if it distributes at least 90% of its taxable income to its shareholders. Omega Healthcare Investors, Inc. was founded in 1992 and is based in Hunt Valley, Maryland.
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ScovilleUnits
15 years ago
HCP Initiates Litigation against Sunrise Senior Living
Monday , June 29, 2009 16:05ET
LONG BEACH, Calif., Jun 29, 2009 (BUSINESS WIRE) -- HCP (NYSE:HCP) announced that it, together with three of its tenants, has filed complaints against Sunrise Senior Living, Inc. and its subsidiaries ("Sunrise") based on Sunrise's defaults under management and related agreements covering 64 HCP-owned properties operated by Sunrise. The complaints, filed in the Delaware Chancery Court on June 29, 2009, allege, among other things, that Sunrise systematically breached various contractual and fiduciary duties, including operating the properties in a manner that impermissibly favored the interests of Sunrise and its affiliates at the expense of HCP and its tenants. In addition to equitable relief and money damages relating to the defaults, HCP and its tenants are seeking judicial confirmation of rights to terminate the agreements on the 64 properties.
HCP became the owner of 101 senior housing communities operated by Sunrise through its 2006 acquisition of CNL Retirement Properties, Inc. As previously disclosed, HCP transitioned 11 of those communities to a new operator in December 2008, and shortly thereafter notified Sunrise that it was in default of its obligations under the agreements for the remaining 90 communities. Sunrise responded to HCP's default notices by denying that it was in violation of its agreements in any material respect. The agreements provide Sunrise with various periods to cure the defaults, which periods have now expired. More recently, HCP announced that the management agreements on 15 additional Sunrise-managed communities were terminated effective October 1, 2009.
http://www.knobias.com/story.htm?eid=3.1.a5867d867ac911c5abff1108dc702ae138d2f3574ae5ce3705774c8cd621da97
........................................................................
Sunrise Responds to HCP Announcement
Monday , June 29, 2009 17:55ET
Believes Litigation is without Merit; Continues Management of 75 HCP Communities
MCLEAN, Va., June 29 /PRNewswire-FirstCall/ -- Sunrise Senior Living, Inc. (NYSE: SRZ) learned today that HCP has filed complaints against Sunrise and certain of its subsidiaries in the Delaware Chancery Court alleging a variety of breaches of contract and certain fiduciary duty with respect to 64 HCP-owned communities managed by Sunrise.
"HCP purchased these communities under long-term management contracts with many years remaining. The communities have steadily improved their performance yet HCP has continually expressed their desire to terminate their agreements," said Mark Ordan, Sunrise's chief executive officer. "We see today's announcement as just another attempt to unlawfully terminate our agreements and we will enforce our rights vigorously on behalf of all Sunrise stakeholders. We are proud of the care and service we deliver to all of our residents and families, and we look forward to continuing to serve these communities."
The majority of Sunrise's management agreements with HCP have expiration dates ranging from 2028 to 2038 and include extension options held by Sunrise.
ScovilleUnits
16 years ago
Notice of Annual Meeting of Stockholders (4-23-09)
SCHEDULE 14A ~ http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=6194707
To Be Held on April 23, 2009
NOTICE IS HEREBY GIVEN that the 2009 annual meeting of stockholders (the "Annual Meeting") of HCP, Inc. (the "Company") will be held at the Long Beach Marriott, 4700 Airport Plaza Drive, Long Beach, CA 90815, on Thursday, April 23, 2009, at 9:30 a.m., California time, for the following purposes:
(1) To elect to the Board of Directors the eleven (11) nominees named in the attached Proxy Statement to serve until the Company's 2010 annual meeting of stockholders and until their successors are duly elected and qualified;
(2) To approve amendments to the Company's 2006 Performance Incentive Plan;
(3) To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2009; and
(4) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Only holders of record of the Company's common stock, par value $0.01 per share, as of the close of business on March 3, 2009, are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof.
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