8-K 1 a19-11684_58k.htm 8-K








Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


June 20, 2019


 Date of Report (Date of earliest event reported)




(Exact Name of Registrant as Specified in its Charter)















(State of Incorporation)


(Commission File Number)


(IRS Employer










Identification Number)




1920 Main Street, Suite 1200


Irvine, CA 92614


(Address of principal executive offices) (Zip Code)


(949) 407-0700


(Registrant’s telephone number, including area code)




(Former Name or Former Address, if Changed Since Last Report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:




o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:



Title of each Class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock




New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 8.01  Other Events.


On June 20, 2019, 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 issuance and sale by the Company to the Underwriters of $650,000,000 aggregate principal amount of the Company’s 3.250% Senior Notes due 2026 and $650,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2029 (the “Offering”). The net proceeds from the Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, are approximately $1.285 billion, which the Company intends to use to (i) pay the purchase price of its previously announced tender offers to purchase for cash a portion of the Company’s 4.000% notes due 2022 and 4.250% notes due 2023 along with any accrued interest and related fees, premiums and expenses in connection therewith and (ii) pay the redemption price for $800 million principal amount of its 2.625% Senior Notes due February 2020 along with any accrued interest and related fees, premiums and expenses in connection therewith.


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 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:







Underwriting Agreement, dated June 20, 2019, by and among the Company and the representatives of the Underwriters.



Press Release, dated June 20, 2019.





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.












Date: June 21, 2019


/s/ Troy E. McHenry



Troy E. McHenry



Executive Vice President, General Counsel and Corporate Secretary