IRVINE, Calif., Oct. 13, 2016 /PRNewswire/ -- HCP (NYSE:HCP)
announced today that its Board of Directors has approved, subject
to certain conditions, the previously announced spin-off (the
"Spin-Off") of HCP's HCR ManorCare portfolio of skilled nursing and
assisted living assets, as well as certain other assets, into
Quality Care Properties, Inc. ("QCP"), which will be an
independent, publicly-traded REIT.
The Spin-Off will be effected through a pro rata distribution
(the "Distribution") of the outstanding shares of QCP common stock
to HCP's stockholders of record as of the close of business on
October 24, 2016, the record date for
the Distribution (the "Record Date"). Each HCP stockholder
will receive one share of QCP common stock for every five shares of
HCP common stock held on the Record Date. No action is
required by HCP stockholders to receive their QCP shares in the
Distribution, which is expected to occur on October 31, 2016 (the "Distribution Date").
Mike McKee, Chairman of the
Board, President and Chief Executive Officer, stated, "We are
pleased to announce this important step towards finalizing the
spin-off of our HCR ManorCare portfolio, which we believe will
solidify HCP's position as a premier healthcare REIT.
Following the spin, the substantial majority of HCP's portfolio
will be private pay, including more than 850 properties across our
three core segments of Senior Housing, Life Science and Medical
Office."
Mr. McKee continued, "We believe a stand-alone HCR ManorCare
portfolio offers a unique opportunity to invest in one of the
nation's largest actively-managed real estate companies focused on
post-acute/skilled nursing and memory care/assisted living
properties. Led by seasoned real estate and healthcare
veteran Mark Ordan, Quality Care
Properties will have the tools and flexibility to maximize the
value of its assets over time."
Following the Spin-Off, HCP will continue to be listed on the
New York Stock Exchange ("NYSE") under the symbol "HCP." QCP
will list its common stock on the NYSE under the symbol "QCP."
The Spin-Off remains subject to the satisfaction of certain
conditions, including the effectiveness of the registration
statement on Form 10 filed by QCP, which is expected to occur
shortly. A copy of QCP's registration statement, which
includes a preliminary information statement describing QCP and the
risks associated with owning its common stock, as well as other
details regarding the Spin-Off, is available at www.sec.gov and on
the Investor Relations section of HCP's website
http://ir.hcpi.com.
Barclays and Morgan Stanley are acting as financial advisors to
HCP, and Skadden, Arps, Slate, Meagher & Flom LLP and Paul,
Weiss, Rifkind, Wharton & Garrison LLP are serving as legal
counsel.
Expected Trading in Shares of HCP and QCP
HCP also announced that it expects "when-issued" trading of QCP
common stock to begin a few days prior to the Record Date on the
NYSE under the symbol "QCP WI." "Regular way" trading of QCP common
stock is expected to begin on the NYSE on or about October 31, 2016, under the symbol "QCP."
The "when-issued" trading market is a market for trading QCP
common stock prior to the beginning of "regular way" trading of QCP
on the NYSE. Stockholders who own HCP common stock at the close of
business on the Record Date will be entitled to receive QCP common
stock pursuant to the Distribution and may trade this entitlement
to shares of QCP common stock, while retaining their HCP common
stock, on the "when-issued" market.
Shares of HCP common stock will continue to trade "regular way"
on the NYSE under the symbol "HCP" through and after the
Distribution Date. HCP also expects that beginning a few days
prior to the Record Date, there will also be trading
"ex-distribution" under the symbol "HCP WI." Prior to the
Distribution Date, shares of HCP common stock that trade in the
"regular-way" market will trade with the right to receive shares of
QCP common stock on the Distribution Date. Shares of HCP
common stock that trade in the "ex-distribution" market will trade
without the right to receive shares of QCP common stock on the
Distribution Date. Holders of HCP common stock are encouraged
to consult with their financial advisor regarding the specific
implications of selling HCP common stock on or before the
Distribution Date.
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 owns a
large-scale portfolio diversified across multiple sectors, led by
senior housing, life science and medical office upon the completion
of the Spin-Off. Recognized as a global leader in
sustainability, HCP has been a publicly traded company since 1985
and is the first healthcare REIT selected to the S&P 500
index. For more information regarding HCP, visit
www.hcpi.com.
Forward-Looking Statements
Statements in this communication regarding the Spin-Off,
including the expected distribution date and other transaction
dates, the future performance of QCP 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, and
there are a number of risks and uncertainties that could cause
actual results of HCP and QCP to differ materially from the
forward-looking statements made or implied 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 QCP'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 QCP, among other things, the risks and
uncertainties described under the heading "Risk Factors" in QCP's
registration statement on Form 10 and other risks and uncertainties
described from time to time in HCP's and QCP'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.
Contact
Investor Relations
Thomas M. Herzog
Executive Vice President and Chief Financial Officer
(949) 407-0400
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SOURCE HCP, Inc.