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HCP, INC. FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

August 11, 2014

Item 8.01 Other Events.

On August 7, 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 (the "Underwriters") relating to the sale by the Company of $800,000,000 aggregate principal amount of 3.875% 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 $789.7 million, which the Company intends to use, together with cash on hand, to repay the amount outstanding under its revolving line of credit, which was $300 million as of August 6, 2014. Such borrowings were principally used to (a) fund a portion of the recent acquisitions disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, and (b) repay an aggregate of $87 million of the Company's medium-term notes, which matured on June 15, 2014 and carried interest rates per annum of either 6.0% or LIBOR plus 0.90%. The Company intends to use the remaining net proceeds from this Offering for general corporate purposes, which may include the funding of the Company's anticipated $334 million cash contribution to the previously announced strategic joint venture with Brookdale Senior Living Inc., as described in the Company's Current Report on Form 8-K filed on April 25, 2014, or other future acquisitions, investments or repayment of indebtedness.

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 August 7, 2014 99.1 Press Release, dated August 7, 2014 2


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Source: Edgar Glimpses

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