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

Date of Report (Date of earliest event reported): December 10, 2018

HCP, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-08895	33-0091377
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1920 Main Street, Suite 1200

Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

(949) 407-0700

(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:

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

oSoliciting 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01. Other Events.

On December 10, 2018, HCP, Inc. (the “Company”) announced its intention to commence a public offering of an aggregate of 14,000,000 shares of its common stock, consisting of 2,000,000 shares offered directly by the Company and 12,000,000 shares offered on a forward basis, with an option for the underwriter to purchase from the forward purchaser or its affiliate up to an additional 2,100,000 shares. In connection with the offering of the common stock, the Company disclosed to prospective investors certain information on or about December 10, 2018. This information is filed hereto as Exhibit 99.1 and incorporated by reference herein.

A copy of the press release issued by the Company on December 10, 2018 announcing the offering of the common stock is filed as Exhibit 99.2 hereto and incorporated by reference herein.

This report is neither an offer to purchase nor a solicitation of an offer to sell any securities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Certain information with respect to HCP, Inc.
99.2	Press release of HCP, Inc., dated December 10, 2018, relating to the offering of common stock.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Certain information with respect to HCP, Inc.
99.2	Press release of HCP, Inc., dated December 10, 2018, relating to the offering of common stock.

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SIGNATURE

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.

	HCP, INC.
	(Registrant)
Date: December 10, 2018	By:	/s/ Peter A. Scott
	Name:	Peter A. Scott
	Title:	Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Recent Developments

Pending Life Science Acquisition

In November 2018, HCP, Inc. (“we,” “our” or the “Company”) entered into a purchase and sale agreement to acquire Sierra Point Towers, a 427,000 square foot, two-building life science and office campus in the South San Francisco life science submarket for $245 million (the “Sierra Point Towers Acquisition”). Sierra Point Towers is strategically located adjacent to our 587,000 square foot The Shore at Sierra Point development project. Sierra Point Towers is approximately 100% leased with a weighted average lease term of more than five years. Based on our underwriting, we project a cash capitalization rate (calculated as described below) of approximately 6.0% in 2020. We believe this acquisition, which we expect to complete in the first half of 2019, will expand our South San Francisco presence and provide the opportunity to integrate with The Shore at Sierra Point, creating a denser life science cluster with operational and leasing synergies. In addition, we intend to explore the potential for additional entitlements and densification at Sierra Point Towers over time.

Acceleration in Development Activities of Phases II and III of The Shore at Sierra Point

The Shore at Sierra Point is a 23-acre waterfront life science development located in the South San Francisco life science submarket that will offer state-of-the-art laboratory and office space along with high-end amenities. We have pre-leased 100% of Phase I, which consists of two buildings totaling approximately 222,000 square feet with an approximate total cost of $224 million. In response to our Phase I leasing progress and continued demand for life science space in the South San Francisco life science submarket, during 2019 we intend to accelerate development of Phases II and III. Phases II and III combined will consist of three Class A life science office buildings totaling approximately 365,000 square feet with total estimated development costs of $382 million. Based on our underwriting, we estimate a yield range (calculated as described below) for Phases II and III of 6.0% to 6.5% upon stabilization, which we project will occur in 2022.

Currently, our active development pipeline encompasses 1.7 million square feet, with a total estimated investment of $1.2 billion. As of September 30, 2018, we had spent $406 million. Our pipeline is now 63% pre-leased with an estimated stabilized yield range of 7.0% to 7.5%.

Recently Completed Transactions and Financing Activities

Shoreline Technology Center Disposition

On November 20, 2018, we completed the previously announced sale of the Shoreline Technology Center campus comprised of approximately 800,000 rentable square feet located in Mountain View, California for approximately $1.0 billion in gross proceeds.

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Repayment of Debt

In the fourth quarter of 2018 to date, we repaid approximately $1.2 billion aggregate principal amount of debt and outstanding borrowings, utilizing proceeds from the Shoreline Technology Center campus disposition and the previously announced disposition of 19 Brookdale-managed senior housing communities to an investment fund managed by affiliates of Apollo Global Management. The debt repaid consisted of $450 million aggregate principal amount of our 3.75% senior unsecured notes due in February 2019, $224 million aggregate principal amount of our unsecured term loan due in January 2019 and $505 million of outstanding borrowings under our $2.0 billion unsecured revolving line of credit facility (our “credit facility”).

Acquisition of Joint Venture Partner’s Interests in a Life Science Portfolio

On November 30, 2018, we acquired the remaining joint venture interests in four life science assets for a net purchase price of $92.4 million (the “Life Science Joint Venture Buyout”). These assets included two buildings totaling approximately 131,000 square feet located in the Torrey Pines submarket of San Diego and two buildings totaling approximately 162,000 square feet located in the South San Francisco life science submarket. Based on our underwriting, we believe the acquisitions represent a stabilized cash capitalization rate of approximately 6.0%.

Update for At-The-Market Equity Program

In the fourth quarter of 2018 to date, we raised gross proceeds of approximately $156 million under our at-the-market (ATM) common stock offering program. The proceeds were used to fund the Life Science Joint Venture Buyout and repay borrowings on our credit facility.

The estimated stabilized cash capitalization rates and yield ranges included herein are calculated by dividing projected cash net operating income (adjusting for the impact of upfront rental concessions) for the applicable properties by the aggregate purchase price or development cost, as applicable, for such properties. The aggregate cash net operating income projections used in calculating the cash capitalization rates and yield ranges are based on information currently available to us, including, in the case of the cash capitalization rate for Sierra Point Towers, information made available to us by the seller, and certain assumptions applied by us related to anticipated occupancy, rental rates, property taxes and other expenses over a specified period of time in the future based upon historical data and our knowledge of and experience with this submarket. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service.

The actual cash capitalization rates for these properties may differ materially and adversely from the estimated stabilized cash capitalization rates and yield ranges discussed in this prospectus supplement based on numerous factors, including our difficulties achieving assumed occupancy and/or rental rates, development delays, unanticipated expenses not payable by a tenant, increases in our financing costs, tenant defaults, the results of our final purchase price allocation, as well as the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 and our subsequent filings with the SEC. As such, we can provide no assurance that the actual cash capitalization rates for these properties will be consistent with the estimated stabilized cash capitalization rates and yield ranges set forth in this prospectus supplement. Moreover, the Sierra Point Towers Acquisition remains subject to customary closing conditions. As such, we cannot assure you that the Sierra Point Towers Acquisition will be consummated on time or at all, nor can we assure you that if consummated, the property will perform to our expectations. See “Cautionary Language Regarding Forward-Looking Statements” in our Quarterly Report on Form 10-Q for the period ended September 30, 2018.

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EX-99.2

Exhibit 99.2

HCP Announces Public Offering of Common Stock

IRVINE, Calif., December 10, 2018 /PRNewswire/ — HCP, Inc. (NYSE: HCP) (the “Company”) announced today that it has commenced a public offering of an aggregate of 14,000,000 shares of its common stock, consisting of 2,000,000 shares offered directly by the Company and 12,000,000 shares offered on a forward basis in connection with the forward sale agreement described below.  The forward purchaser (as described below) expects to grant the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of the Company’s common stock.

BofA Merrill Lynch is acting as book-runner for this offering.

The Company expects to enter into a forward sale agreement with BofA Merrill Lynch or its affiliates (the “forward purchaser”). The forward purchaser, at the Company’s request, is expected to borrow from third parties, and sell to the underwriters, 12,000,000 shares of the Company’s common stock in connection with the forward sale agreement.

Subject to its right to elect cash or net share settlement, the Company intends 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 12,000,000 shares of the Company’s common stock to the forward purchaser (or an aggregate of 14,100,000 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