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

March 29, 2017

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)

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:

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

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

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

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

Item 7.01 Regulation FD Disclosure.

On March 29, 2017, HCP, Inc., a Maryland corporation, issued a press release announcing the completion of the sale of a portfolio of 64 properties leased to Brookdale Senior Living, Inc. to affiliates of Blackstone Real Estate Partners VIII L.P. for an aggregate sales price of $1.125 billion. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information set forth in this Item 7.01 and the related information in Exhibit 99.1 attached hereto are being furnished to, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No.	Description
99.1	Press Release dated March 29, 2017.

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: March 29, 2017
	HCP, Inc. (Registrant)
	By:	/s/ Troy E. McHenry
		Troy E. McHenry
		Executive Vice President, General Counsel and
		Corporate Secretary

3

EXHIBIT INDEX

No.	Description
99.1	Press Release dated March 29, 2017.

4

EX-99.1

Exhibit 99.1

HCP Completes Sale of a Portfolio of 64 Brookdale Communities for $1.125 Billion

IRVINE, Calif., March 29, 2017 /PRNewswire/ — HCP (NYSE:HCP) today announced that it has completed the sale of a portfolio of 64 triple-net assets leased to Brookdale Senior Living, Inc. (“Brookdale”) to affiliates of Blackstone Real Estate Partners VIII L.P. (collectively, “Blackstone”) at the previously announced aggregate sales price of $1.125 billion.

“This transaction represents another significant step toward executing on our strategic priorities of reducing Brookdale concentration, improving lease coverage, and strengthening our balance sheet and credit profile,” said Tom Herzog, Chief Executive Officer of HCP. “We value our relationships with Brookdale and Blackstone, and look forward to continuing to work with them.”

HCP expects to record a gain of approximately $165 million on the sale of the 64 triple-net assets and intends to use the proceeds primarily to pay down debt and for general corporate purposes.

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. For more information regarding HCP, visit www.hcpi.com.

Forward-Looking Statements

Statements in this release that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, among other things, statements regarding our use of the sale proceeds, our strategic initiatives, and the anticipated benefits and results from the transaction. 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: the risk that we may not be able to achieve the anticipated benefits from the transaction within expected time-frames or at all, and other risks and uncertainties described from time to time 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