8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

December 14, 2010

Date of Report (Date of earliest event reported)

HCP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-08895	33-0091377
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3760 Kilroy Airport Way

Suite 300

Long Beach, California 90806

(Address of principal executive offices) (Zip Code)

(562) 733-5100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

On December 14, 2010, HCP, Inc. (the “Company”), a Maryland corporation, issued a press release attached hereto as Exhibit 99.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits. The following exhibit is being filed herewith:

No.	Description
99	Text of the press release of the Company dated December 14, 2010

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  December 14, 2010
	HCP, Inc.
	By:	/s/ Thomas M. Herzog
		Thomas M. Herzog,
		Executive Vice President -
		Chief Financial Officer

3

EXHIBIT INDEX

No.	Description
99	Text of the press release of the Company dated December 14, 2010

4

EX-99

Exhibit 99

HCP TO OFFER 31,000,000 SHARES

LONG BEACH, CA – December 14, 2010 – HCP (NYSE:HCP) announced that it has commenced an offer to issue 31,000,000 shares of its common stock.  HCP intends to grant the underwriters an option for 30 days to purchase up to 4,650,000 additional shares of common stock.

HCP anticipates that the net proceeds of this offering will be used, together with future debt offerings, cash on hand and the reinvestment of proceeds from the repayment of HCP’s existing HCR ManorCare debt investments to finance the previously announced $6.1 billion acquisition of substantially all of the post-acute, skilled nursing and assisted living facilities of HCR ManorCare.  The closing of the offering is not conditioned upon the consummation of the acquisition. If the acquisition is not consummated, HCP intends to use the net proceeds from this offering for general corporate purposes or working capital purposes, or both, which may include the repayment of indebtedness or other acquisitions or investment opportunities.

The shares are being offered pursuant to an effective registration statement filed with the Securities and Exchange Commission. Citi, BofA Merrill Lynch, J.P. Morgan, UBS Investment Bank and Wells Fargo Securities will act as joint book-running managers for the offering.

The offering of shares of HCP common stock may be made only by means of a prospectus.  A copy of the prospectus relating to the offering will be filed with the Securities and Exchange Commission and, when available, can be obtained from Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, or (877) 858-5407 or batprospectusdept@citi.com

This communication shall not constitute an offer to sell or the solicitation of an 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.

About HCP

HCP, Inc., an S&P 500 company, is a real estate investment trust (REIT) that, together with its consolidated subsidiaries, invests primarily in real estate serving the healthcare industry in the United States. As of September 30, 2010, HCP’s portfolio of investments, including properties owned by its unconsolidated joint ventures, consisted of: (i) interests in 670 properties among the following segments: 250 senior housing, 102 life science, 252 medical office, 45 skilled nursing and 21 hospital; and (ii) $2.0 billion of mezzanine and other secured loans.

Forward-looking Statements

The statements contained in this release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.  These risks and uncertainties include general economic conditions and the ability of HCP to complete the offering and receive the resulting proceeds.  Some of these risks, and other risks, are described from time to time in HCP’s Securities and Exchange Commission filings.

Contact

HCP
Thomas M. Herzog

Executive Vice President — Chief Financial Officer
562-733-5309