Item 8.01 Other Events.
On August 5, 2014
, HCP, Inc.
, a Maryland
corporation (the "Company"), filed with
the Securities and Exchange Commission
a prospectus supplement (the "Prospectus
Supplement") to the prospectus dated July 24, 2012
included in the Company's
automatic shelf registration statement on Form S-3ASR (No. 333-182824). The
Prospectus Supplement relates to the possible issuance of up to 119,687 shares
of the Company's common stock, from time to time, to the holders of units
representing non-managing membership interests in HCP DR California II, LLC
"Units"), in connection with a redemption of the Units.
Pursuant to the terms of the Amended and Restated Limited Liability Company
Agreement of HCP DR California II, LLC
, dated as of June 1, 2014
Agreement"), the holders of the Units may not exercise their redemption rights
until one year after the date of issuance of the Units. Registration of the
issuance of shares of the Company's common stock as provided in the Prospectus
Supplement does not necessarily mean that any of the holders of the Units will
exercise their redemption rights with respect to the Units or that the Company
will elect, in its sole discretion, to issue shares of common stock to satisfy
its redemption obligation instead of paying a cash amount.
In connection with the filing of the Prospectus Supplement, the Company is
filing an opinion of its counsel, Ballard Spahr LLP
, regarding the legality of
the securities being registered, which opinion is attached as Exhibit 5.1 to
this Current Report on Form 8-K, and an opinion of its counsel, Skadden, Arps,
Slate, Meagher & Flom LLP
, regarding certain tax matters, which opinion is
attached as Exhibit 8.1 to this Current Report on Form 8-K.
The Company is also filing a copy of the LLC Agreement, which agreement is
attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
5.1 Opinion of Ballard Spahr LLP
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax
10.1 Amended and Restated Limited Liability Company Agreement of HCP DR
California II, LLC, dated as of June 1, 2014 (incorporated herein by
reference to Exhibit 10.12 to HCP's Quarterly Report on Form 10-Q (File
No. 1-08895), filed August 5, 2014)
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in