IRVINE, Calif., June 17, 2016 /PRNewswire/ -- HCP (NYSE:HCP)
today announced the filing of an initial Form 10 registration
statement for HCP SpinCo, Inc. ("SpinCo") with the Securities and
Exchange Commission in connection with HCP's previously announced
plan to spin off its HCR ManorCare portfolio of skilled nursing and
assisted living assets, as well as certain other assets, into an
independent, publicly-traded REIT. HCP expects that the
spin-off will be completed in the second half of 2016.
"Today's filing emphasizes our commitment to ensuring our
long-term strategic priorities remain aligned with shareholders'
interests," said Mike McKee,
Executive Chairman of HCP. "We look forward to completing the
separation, which will enable each company to focus on its inherent
strengths and unlock the full value of each business. For
HCP, the spin-off will improve our portfolio quality across
our senior housing, life science and medical office sectors, which
is expected to provide us with sector-leading private-pay revenue
sources and reinforce the stability and growth profile of our cash
flow."
"As an independent company, we believe we will have the
flexibility to maximize the value of the HCR ManorCare portfolio,"
said Mark Ordan, Chief Executive
Officer of SpinCo. "Driven by a dedicated management team
with a keen focus on operational excellence, we expect to be
well positioned to create value for our shareholders."
Upon completion of the spin-off, HCP shareholders will receive
shares of SpinCo via a pro rata special distribution. The
number of HCP shares owned by each shareholder will not change as a
result of the distribution.
A copy of SpinCo's initial Form 10 Registration Statement, which
contains financial and other information regarding SpinCo and the
spin-off, is available at www.sec.gov and on the Investor Relations
section of HCP's website http://ir.hcpi.com. The initial Form
10 Registration Statement is preliminary and will be subsequently
amended to provide further information regarding SpinCo and the
spin-off prior to its completion.
The spin-off is subject to certain conditions, including the
effectiveness of SpinCo's Form 10 registration statement and final
approval and declaration of the distribution by HCP's Board of
Directors. HCP may, at any time until the closing of the
spin-off, decide to abandon, modify or change the terms of the
spin-off.
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: (i) was
the first healthcare REIT selected to the S&P 500 index; (ii)
has increased its dividend per share for 31 consecutive years;
(iii) was the first REIT included in the S&P 500 Dividend
Aristocrats index; and (iv) is recognized as a global leader in
sustainability as a member of the Dow Jones and FTSE4Good
sustainability indices, as well as the recipient in three of the
past four years of both the GRESB Global Healthcare Sector Leader
and the NAREIT Healthcare Leader in the Light Award. For more
information regarding HCP, visit www.hcpi.com.
Forward-Looking Statements
Statements in this communication regarding the spin-off
transaction, and all other statements that are not historical
factual statements, are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. We may not complete the spin-off transaction, and
there are a number of risks and uncertainties that could cause
actual results of HCP and SpinCo to differ materially from the
forward-looking statements made herein. You should not place
undue reliance on any such forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to known and unknown risks, uncertainties,
assumptions and other factors—many of which are out of HCP's and
its management's control and difficult to forecast—that could cause
actual results to differ materially from those set forth in or
implied by such forward-looking statements. These risks and
uncertainties include, with respect to both HCP and SpinCo, among
other things, the risks and uncertainties described under the
heading "Risk Factors" in SpinCo's Form 10 registration statement
and other risks and uncertainties described from time to time in
HCP's and SpinCo's respective filings with the Securities and
Exchange Commission. Any forward-looking statements speak
only as of the date on which such statements are first made.
We assume no, and hereby disclaim any, obligation to update any of
the foregoing or any other forward-looking statements as a result
of new information or new or future developments, except as
otherwise required by law.
Contacts
Investor Relations
John
Lu
Executive Vice President – Corporate Finance and Investments
(949) 407-0400
Media
Sard Verbinnen & Co.
Hugh Burns/Andrew Cole
(212) 687-8080
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SOURCE HCP, Inc.