Item 8.01 Other Events.
Notes Offering
On
July 5, 2019, HCP, Inc., a Maryland corporation (the “Company”), completed its underwritten offering (the “Offering”) of $650,000,000 aggregate principal amount of the Company’s 3.250% Senior Notes due 2026 (the “2026 Notes”) and $650,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”). The net proceeds from the Offering, after deducting the underwriting discounts and estimated offering expenses payable by the Company, are approximately $1.285 billion, which the Company intends to use to fund (i) the purchase price of its previously announced tender offers to purchase for cash up to $500 million combined aggregate principal amount of the Company’s 4.000% Senior Notes due 2022 and 4.250% Senior Notes due 2023 (as further described below under “Tender Offers”) and (ii) the redemption price of all of the Company’s $800 million aggregate principal amount of 2.625% Senior Notes due February 2020, and in each case, to pay any accrued interest and related fees, premiums and expenses in connection therewith.
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 the Company’s Current Report on Form 8-K filed with the Commission on November 19, 2012, as supplemented by the Eighth Supplemental Indenture, dated as of
July 5, 2019, 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 2026 Notes will mature on July 15, 2026 and the Company will pay interest on the 2026 Notes semi-annually in arrears on January 15 and July 15, beginning on January 15, 2020. The 2029 Notes will mature on July 15, 2029 and the Company will pay interest on the 2029 Notes semi-annually in arrears on January 15 and July 15, beginning on January 15, 2020. The Notes of each series will be the Company’s senior unsecured obligations and will be equal in right of payment with all of the Company’s existing and future senior indebtedness. The Notes of each series will be effectively junior to all existing and future secured indebtedness to the extent of the collateral securing that indebtedness.
The Company may redeem all or part of each series of Notes at any time or from time to time in part at its option at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes of the applicable series being redeemed, or (ii) the “make-whole” amounts applicable to the Notes of the applicable series being redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the date of redemption. In addition, each series of Notes is redeemable at a redemption price equal to 100% of the principal amount, plus, in either case, accrued and unpaid interest to, but excluding, the date of redemption, to be redeemed on or after May 15, 2026 for the 2026 Notes and on or after April 15, 2029 for the 2029 Notes.
Each series of Notes has been registered under the Securities Act of 1933, as amended, pursuant to an effective Registration Statement on Form S-3 (333-225318), originally filed with the Commission on May 31, 2018. 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 each series of Notes. Copies of the Supplemental Indenture and the form of each series of Notes are filed as exhibits hereto, and a copy of the Base Indenture has been previously filed, and each is incorporated by reference herein.
Tender Offers
On July 5, 2019, the Company announced the early tender results and pricing for its previously announced tender offers to purchase for cash up to $500,000,000 combined aggregate principal amount of its 4.250% Senior Notes due 2023 and its 4.000% Senior Notes due 2022. The tender offers are being made exclusively pursuant to an offer to purchase dated June 20, 2019, as amended on June 20, 2019, which sets forth the terms and condition of the tender offers.
Copies of the press releases announcing the early tender results and pricing, respectively, of the tender offers, are attached hereto as Exhibits 99.1 and 99.2 and are incorporated in this Item 8.01 by reference.
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