8-K 1 form8-kbrookdaletransaction.htm 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 2, 2017
Date of Report (Date of earliest event reported)
HCP, Inc.
(Exact name of registrant as specified in its charter)

Maryland |  | 001-08895 |  | 33-0091377
(State of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification Number)

1920 Main Street, Suite 1200
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
(949) 407-0700
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.
On November 2, 2017, HCP, Inc. (the “Company”) issued a press release announcing the entry into certain definitive agreements regarding several transactions with Brookdale Senior Living Inc. and certain of its subsidiaries and a separate agreement with an investor group led by Columbia Pacific Advisors, LLC for the sale of the Company’s remaining ownership interest in the RIDEA II senior housing joint venture. The text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein solely for purposes of this Item 7.01 disclosure.
The Company intends to use certain printed materials related to the transactions described above. A copy of these materials is furnished herewith as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 7.01 disclosure.
The information set forth in this Item 7.01 and the related information in Exhibits 99.1 and 99.2 attached hereto are being furnished to, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

No. | Description
99.1 | Press Release dated November 2, 2017.
99.2 | Brookdale Transactions Presentation dated November 2, 2017.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2017 |  |  |  |
|  | HCP, Inc. (Registrant)
|  | By: |  | /s/ Troy E. McHenry
|  |  |  | Troy E. McHenry
|  |  |  | Executive Vice President, General Counsel and
|  |  |  | Corporate Secretary

EXHIBIT INDEX

No. | Description
99.1 | Press Release dated November 2, 2017.
99.2 | Brookdale Transactions Presentation dated November 2, 2017.