IRVINE, Calif., Oct. 3, 2016 /PRNewswire/ -- HCP (NYSE:HCP)
today announced that its wholly owned subsidiary, Quality Care
Properties, Inc. ("QCP"), has priced an offering of $750 million in aggregate principal amount of
8.125% Senior Secured Second Lien Notes due 2023 (the "Notes").
The Notes will be issued by wholly owned subsidiaries of QCP,
and will be guaranteed by QCP and certain of its other
subsidiaries. The offering of the Notes is expected to close
on or about October 17, 2016, subject
to certain closing conditions. In addition to the Notes, HCP
also announced that QCP has agreed to terms on a $1.0 billion in aggregate principal amount first
lien six-year term loan at LIBOR (subject to a 1% floor) plus
5.25%, and a $100 million first lien
five-year revolving credit facility at LIBOR plus 5.25%.
The offering of the Notes is being made, and the term loan
is being entered into, in connection with the
planned spin-off of QCP to HCP stockholders, which is expected
to be completed in the fourth quarter of 2016, subject to certain
conditions, including the effectiveness of QCP's Registration
Statement on Form 10. The proceeds from the Notes offering
will be placed into escrow until the satisfaction of certain escrow
release conditions, including completion of the spin-off. QCP
will use the net proceeds from the offering and the term
loan to pay the cash portion of the consideration for
properties and assets that it will receive from HCP prior to
the spin-off. HCP will use such funds to repay indebtedness
and for general corporate purposes.
The Notes will be offered and sold only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), and to persons outside
of the United States in compliance
with Regulation S under the Securities Act. The offer and
sale of the Notes have not been registered under the Securities
Act, and the Notes may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes, nor shall there be any
offer, solicitation or sale of any Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
About HCP
HCP, Inc. is a fully integrated real estate investment trust
(REIT) that invests primarily in real estate serving the healthcare
industry in the United States.
HCP's portfolio of assets is diversified among five distinct
sectors: senior housing, post-acute/skilled nursing, life science,
medical office and hospital. A publicly traded company since
1985, HCP was the first healthcare REIT selected to the S&P 500
index.
Forward-Looking Statements
This press release contains forward-looking statements,
including those relating to the Notes and the Spin-Off. Words such
as "anticipate(s)," "expect(s)," "intend(s)," "plan(s),"
"believe(s)," "may," "will," "would," "could," "should," "seek(s)"
and similar expressions, or the negative of these terms, are
intended to identify such forward-looking statements. These
statements are based on management's current expectations and
beliefs and are subject to a number of risks and uncertainties that
could lead to actual results differing materially from those
projected, forecasted or expected. You should not place undue
reliance on those statements because they are subject to numerous
uncertainties and factors, all of which are difficult to predict
and many of which are beyond our control, including, but not
limited to the ability of HCP and QCP to satisfy any necessary
conditions to complete the Spin-Off and to meet the other escrow
release conditions.
Contact
Thomas M. Herzog
Executive Vice President and Chief Financial Officer
(949) 407-0400
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SOURCE HCP, Inc.