Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
HCP > SEC Filings for HCP > Form 8-K on 24-Feb-2014All Recent SEC Filings

Show all filings for HCP, INC.

Form 8-K for HCP, INC.


24-Feb-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On February 21, 2014, HCP, Inc., a Maryland corporation (the "Company") completed its underwritten public offering of $350,000,000 aggregate principal amount of 4.20% senior unsecured notes due 2024 (the "Notes"). 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. Additional details related to this offering may be found in the Prospectus Supplement, dated February 12, 2014 (the "Prospectus Supplement"), which was filed with the Securities and Exchange Commission (the "Commission") on February 14, 2014.

The Notes are governed by the terms of the Indenture, dated November 19, 2012 (the "Base Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), which was filed as Exhibit 4.1 to HCP's Current Report on Form 8-K filed with the Commission on November 19, 2012, as supplemented by the Third Supplemental Indenture, dated February 21, 2014, between the Company and the Trustee (the "Supplemental Indenture"), which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

The Notes will mature on March 1, 2024, and the Company will pay interest on the Notes semi-annually on March 1 and September 1, beginning on September 1, 2014. The Notes are senior unsecured obligations and rank equally with all of the Company's existing and future senior unsecured indebtedness.

The Company may redeem all or part of the Notes at any time at its option at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) the "make-whole" amounts applicable to the Notes to be redeemed as set forth in the in the section titled "Description of the Notes - Optional Redemption" in the Prospectus Supplement. In addition, the Notes are redeemable at a redemption price equal to 100% of the principal amount to be redeemed 90 days or fewer before their maturity.

The Notes have been registered under the Securities Act of 1933, as amended, pursuant to an effective Registration Statement on Form S-3 (333-182824), originally filed with the Commission on July 24, 2012. The description of the Base Indenture, the Supplemental Indenture and the Notes are summaries and are qualified in their entirety by the terms of the Base Indenture, the Supplemental Indenture and the form of the Notes. Copies of the Supplemental Indenture and the form of the Notes are filed as exhibits hereto, and a copy of the Base Indenture has been previously filed, and each is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

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



No.                                    Description
4.1     Third Supplemental Indenture dated February 21, 2014, between the Company
        and The Bank of New York Mellon Trust Company, N.A., as trustee
4.2     Form of 4.20% Senior Notes due 2024 (included in Exhibit 4.1)
5.1     Opinion of Ballard Spahr LLP
5.2     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
8.1     Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters
12.1    Statement regarding computation of ratios of earnings to fixed charges
23.1    Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.2    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
        Exhibit 5.2)
23.3    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
        Exhibit 8.1)
99.1    Information relating to Item 14 of the Registration Statement on Form S-3
        (333-182824)


  Add HCP to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for HCP - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.