HCP,Inc. (NYSE:HCP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December10, 2018, HCP,Inc., a Maryland corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner& Smith Incorporated, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”) and Bank of America, N.A., as forward seller (in such capacity, the “Forward Seller”), and as forward purchaser (in such capacity, the “Forward Purchaser”), relating to the issuance and sale to an underwritten public offering (the “Offering”) of an aggregate of 17,250,000 shares of its common stock, par value $1.00 per share (the “Common Stock”), consisting of 2,000,000 shares of Common Stock offered directly by the Company and 15,250,000 shares of Common Stock offered on a forward basis (including 2,250,000 shares of Common Stock issued to the Underwriters’ option to purchase additional shares of Common Stock from the Forward Seller, which option was exercised in full). Excluding the settlement of the Forward Sale Agreement (defined below), the Company will receive net proceeds of approximately $56.7 million, after deducting the underwriting discount and estimated expenses of the Offering.
The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference.
Forward Sale Agreement
In connection with the Offering, on December10, 2018, the Company also entered into a separate forward sale agreement (the “Forward Sale Agreement”) with the Forward Purchaser. The Company expects to physically settle the Forward Sale Agreement (by the delivery of shares of Common Stock) and receive proceeds, subject to certain adjustments, from the sale of those shares of Common Stock no later than the date that is 12 months from entry into the Forward Sale Agreement. Although the Company expects to settle the Forward Sale Agreement entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may elect to cash ornet-sharesettle all or a portion of its obligations under the Forward Sale Agreement. If the Company elects to cash or net-share settle the Forward Sale Agreement, the Company may not receive any proceeds, and may owe cash or shares of Common Stock to the Forward Purchaser in certain circumstances. The Forward Sale Agreement provides for an initial forward price of $28.60 per share, subject to certain adjustments to the terms of the Forward Sale Agreement. The Forward Sale Agreement is subject to early termination or settlement under certain circumstances.
The foregoing is a summary description of certain terms of the Forward Sale Agreement and is qualified in its entirety by reference to the Forward Sale Agreement, which is filed as Exhibit1.2 to this Current Report on Form8-Kand incorporated herein by reference.
The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Purchaser or its affiliate. Assuming full physical settlement of the Forward Sale Agreement at an initial forward sale price of $28.60 per share, the Company expects to receive net proceeds of approximately $436.2 million, before deducting the fees and estimated expenses of the Offering and the Forward Sale Agreement, excluding the net proceeds from the Company’s sale of shares of Common Stock described above. The Company intends to use the net proceeds from the Offering to finance the acquisition of Sierra Point Towers, a life science and office campus in the South San Francisco life science submarket, and the development of Phases II and III of The Shore at Sierra Point, a waterfront life science development in the South San Francisco life science submarket, with any remaining proceeds for general corporate purposes, including the repayment of its outstanding indebtedness or to fund other potential acquisition, development and investment opportunities. On December13, 2018, the Company closed the Offering.
Some or all of the Underwriters and Forward Purchaser and/or their respective affiliates have engaged in, and/or may in the future engage in, investment banking, commercial banking, financial advisory and/or other commercial dealings in the ordinary course of business with the Company and/or the Company’s subsidiaries, for which they have received and/or in the future may receive fees and commissions for these transactions or services.
The press release announcing the pricing of the Offering is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
Underwriting Agreement, dated December10, 2018, by and among the Company and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as representative of the several underwriters named therein, and Bank of America, N.A., as forward seller and as forward purchaser.
Forward Sale Agreement, dated December10, 2018, by and between the Company and Bank of America, N.A.
Opinion of Ballard Spahr LLP regarding the validity of the shares to be issued in the Offering.
Opinion of Skadden, Arps, Slate, Meagher& Flom LLP regarding certain tax matters.
Consent of Ballard Spahr LLP (included in Exhibit5.1).
Consent of Skadden, Arps, Slate, Meagher& Flom LLP (included in Exhibit8.1).
Press Release, dated December10, 2018.
HCP, INC. Exhibit
EX-1.1 2 a18-41247_6ex1d1.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION 15,…
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About HCP,Inc. (NYSE:HCP)
HCP, Inc. (HCP) is a self-administered real estate investment trust (REIT). The Company invests in real estate serving the healthcare industry in the United States. Its portfolio consists of investments in various healthcare segments: senior housing, post-acute/skilled nursing, life science, medical office and hospital. Its portfolio includes owned portfolio, unconsolidated joint ventures, and developments and redevelopments. It has interests in unconsolidated joint ventures representing approximately 30 properties primarily in its senior housing, life science and medical office segments. The Company has interests in approximately 530 senior housing facilities, including over 25 properties owned by its unconsolidated joint ventures. Its senior housing facilities include independent living facilities, assisted living facilities, memory care facilities, care homes and continuing care retirement communities. It has interests in approximately 310 post-acute/skilled nursing facilities.