HCP Announces Tender Offers for Outstanding Notes
Title of Note |
CUSIP |
Principal |
Target |
Acceptance |
|
Bloomberg |
Fixed |
Early |
4.250% Senior Notes due 2023 |
40414LAJ8 |
|
|
1 |
2.000% UST due |
FIT1 |
+72 bps |
|
4.000% Senior Notes due 2022 |
40414LAP4 |
|
|
2 |
1.750% UST due |
FIT1 |
+57 bps |
|
(1) |
Per |
(2) |
The Total Consideration for Notes validly tendered prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the applicable Early Tender Premium. |
The Tender Offers consist of offers to purchase the Notes for cash, on the terms and conditions set forth in the offer to purchase, dated
If any such excess Notes exist, all excess Notes validly tendered at or prior to the Early Tender Time (as defined below) having a higher Acceptance Priority Level will be accepted before any excess Notes validly tendered at or prior to the Early Tender Time having a lower Acceptance Priority Level are accepted in the Tender Offers, and all excess Notes validly tendered after the Early Tender Time having a higher Acceptance Priority Level will be accepted before any excess Notes validly tendered after the Early Tender Time having a lower Acceptance Priority Level are accepted in the Tender Offers. However, in any such case, Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time, even if such Notes validly tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Time, and even if such Notes validly tendered after the Early Tender Time are yet to satisfy their applicable Target Allocation and the Notes validly tendered at or prior to the Early Tender Time have satisfied their applicable Target Allocation.
The Tender Offers will expire at 12:00 midnight, New York City Time, at the end of
Subject to applicable law, HCP may increase or decrease the Aggregate Maximum Tender Amount in its sole discretion.
The Notes may be validly withdrawn at any time prior to , but not after, 12:00 midnight, New York City Time, at the end of
The applicable "Total Consideration" for each
Except as set forth below, payment for the Notes that are validly tendered prior to or at the Expiration Time will, if not previously paid for on an earlier settlement date, if applicable, be made on a date promptly following the Expiration Time, which is currently anticipated to be
Holders of each series of Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date ("Accrued Interest").
The Tender Offers are subject to the satisfaction or waiver of certain conditions, including a financing condition, as more fully set forth in the Offer to Purchase. The Tender Offers are not subject to minimum tender conditions.
Information Relating to the Tender Offers
The Offer for Purchase is being distributed to holders beginning today.
None of HCP or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to any of the Tender Offers, and neither HCP nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell the Notes in any jurisdiction or in any circumstances in which such offer or solicitation are unlawful. The full details of the Tender Offers, including complete instructions on how to tender the Notes, are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be downloaded from
About HCP
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as "believe," "expect," "intend," "project," "anticipate," "position," and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include, but are not limited to, HCP's ability to complete the Tender Offers and reduce its outstanding debt within expected time-frames or at all, and other risks and uncertainties described in the Offer to Purchase and in its
Contact
(949) 407-0400
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