HCP to Offer 31,000,000 Shares (HCP)

HCP HCP announced that it has commenced an offer to issue 31,000,000 shares of its common stock. HCP intends to grant the underwriters an option for 30 days to purchase up to 4,650,000 additional shares of common stock. HCP anticipates that the net proceeds of this offering will be used, together with future debt offerings, cash on hand, and the reinvestment of proceeds from the repayment of HCP's existing HCR ManorCare debt investments, to finance the previously announced $6.1 billion acquisition of substantially all of the post-acute, skilled nursing and assisted living facilities of HCR ManorCare. The closing of the offering is not conditioned upon the consummation of the acquisition. If the acquisition is not consummated, HCP intends to use the net proceeds from this offering for general corporate purposes or working capital purposes, or both, which may include the repayment of indebtedness or other acquisitions or investment opportunities. The shares are being offered pursuant to an effective registration statement filed with the Securities and Exchange Commission. Citi, BofA Merrill Lynch, J.P. Morgan, UBS Investment Bank and Wells Fargo Securities will act as joint book-running managers for the offering. The offering of shares of HCP common stock may be made only by means of a prospectus. A copy of the prospectus relating to the offering will be filed with the Securities and Exchange Commission.