IRVINE, Calif., Oct. 31, 2016 /PRNewswire/ -- HCP, Inc.
(NYSE:HCP) announced today that it has completed the previously announced spin-off (the "Spin-Off") of its HCR ManorCare
portfolio of skilled nursing and assisted living assets, as well as certain other assets, into Quality Care Properties, Inc.
("QCP").
QCP is now an independent, publicly-traded, self-managed and self-administered company that will elect to be treated as a real
estate investment trust (''REIT"). Since October 20, 2016, QCP shares have traded on a "when
issued" basis on the New York Stock Exchange (NYSE) under the symbol "QCP WI." The "when issued" trading of common shares
of QCP ended as of market close today. Beginning November 1, 2016, QCP will trade "regular
way" on the NYSE under the symbol "QCP."
As previously announced, on October 31, 2016, HCP common stockholders received one share of QCP
common stock for every five shares of HCP common stock they held on October 24, 2016, the record
date for the Spin-Off. HCP common stockholders will receive cash in lieu of fractional shares of QCP. Following the
Spin-Off, HCP's common stock will continue to trade on the NYSE under the symbol "HCP." Stockholders do not need to take
any action in connection with the transaction.
Mike McKee, Chairman of the Board, President and Chief Executive Officer of HCP, stated, "Today
is a significant milestone in HCP's history, marking the end of an extensive process to address our portfolio concentration
related to HCR ManorCare. We firmly believe the Spin-Off is the best outcome to maximize value for both HCP and QCP stockholders.
As two independent companies, HCP and QCP will be able to focus on their inherent strengths and will have increased
flexibility to pursue their distinct growth strategies. HCP expects to benefit from its improved portfolio quality and
enhanced ability to accelerate growth within its core businesses of Senior Housing, Life Science and Medical Office
properties."
Mr. McKee added, "QCP has compelling growth prospects and a dedicated management team with a strong track record. HCP is
highly confident in Mark Ordan and his team's ability to unlock the value of the QCP assets.
On behalf of the entire Board and executive team, we wish them great success."
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.
About HCP
HCP, Inc. is a fully integrated 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. Recognized as a global leader in sustainability, HCP has been a publicly traded company since 1985 and was
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 future performance of, or outlook for, HCP and 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. 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. HCP assumes 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
HCP, Inc.
(949) 407-0400
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SOURCE HCP, Inc.