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HCP > SEC Filings for HCP > Form 8-K on 14-Feb-2014All Recent SEC Filings

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Form 8-K for HCP, INC.


Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On February 12, 2014, HCP, Inc., a Maryland corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with the representatives of the several underwriters named therein relating to the offering and sale by the Company of $350,000,000 aggregate principal amount of 4.20% senior unsecured notes due 2024 (the "Offering"). The net proceeds of the Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, are approximately $344.9 million, which the Company intends to use to repay $240 million outstanding under its bank line of credit, which borrowings were used, along with cash on hand, to repay at maturity (i) $400 million aggregate principal amount of the Company's 2.70% Senior Notes due February 1, 2014 and (ii) $156 million aggregate principal amount of 5.70% mortgage debt due February 1, 2014. The Company intends to use the remaining net proceeds raised in the Offering for general corporate purposes. The Offering is expected to close on February 21, 2014, subject to customary closing conditions. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement is a summary and is qualified in its entirety by the terms of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)                 Exhibits.  The following exhibits are being filed herewith:

No.                                   Description
1.1    Underwriting Agreement by and between the Company and the Underwriters,
       dated February 12, 2014

99.1   Press Release, dated February 12, 2014

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