HCP Reports Third Quarter 2012 Results

HCP Reports Third Quarter 2012 Results

LONG BEACH, Calif.--(BUSINESS WIRE)-- HCP (NYS: HCP) :

RECENT HIGHLIGHTS

• FFO per share increased 6% to $0.67; FFO as adjusted per share increased 3% to $0.69; FAD per share increased 4% to $0.55 and earnings per share increased 10% to $0.45

• Year-over-year three- and nine-month cash NOI SPP increased 3.6% and 3.8%, respectively

• On October 16, 2012, announced a $1.73 billion acquisition for a 133 senior housing portfolio and a $52 million secured financing

• Completed an additional $549 million of investment transactions:

  • $205 million mezzanine loan facility

  • $186 million acquisition of 12 on-campus MOBs from The Boyer Company in a DownREIT transaction

  • $81 million acquisition of eight on-campus MOBs from Scottsdale Healthcare

  • $77 million of other acquisitions and capital investments

• Expanded our tenant relationship with General Atomics in Poway, CA to a total of 396,000 sq. ft.

• Increased full-year 2012 FFO guidance to $2.68 - $2.74 per share, FFO as adjusted guidance to $2.75 - $2.81 per share and FAD guidance to $2.20 - $2.26 per share

• Raised $1.5 billion of capital:

  • £137 million ($215 million) four-year 1.81% unsecured term loan

  • $300 million ten-year 3.15% senior unsecured notes

  • $979 million of common stock on October 19, 2012

• Named by the Global Real Estate Sustainability Benchmark survey as sector leader in the healthcare and hospitality category

HCP (the "Company" or "we") (NYS: HCP) announced results for the quarter ended September 30, 2012 as follows (in thousands, except per share amounts):

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FFO, FFO as adjusted and FAD are supplemental non-GAAP financial measures that the Company believes are useful in evaluating the operating performance of real estate investment trusts. See the "Funds From Operations" section of this release for additional information regarding FFO and FFO as adjusted and the "Funds Available for Distribution" section of this release for additional information regarding FAD.

ANNOUNCED $1.73 BILLION SENIOR HOUSING PORTFOLIO ACQUISITION AND $52 MILLION SECURED FINANCING

On October 16, 2012, we entered into a definitive agreement to acquire 133 senior housing communities for $1.73 billion, from a joint venture between Emeritus Corporation ("Emeritus") and Blackstone Real Estate Partners VI, an affiliate of Blackstone (the "Blackstone JV"). Located in 29 states, the portfolio encompasses 10,350 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Based on current operating performance, the 133 communities consist of 99 that are stabilized and 34 currently in lease-up.

Emeritus and its affiliates will continue to operate the communities pursuant to long-term triple-net leases, all of which are guaranteed by the credit of Emeritus. The leases provide total contractual rent in the first year of $105.5 million, representing a 6.1% lease yield. The contractual rent will increase annually by the greater of 3.7% on average or CPI over the initial five years, and thereafter by the greater of 3.0% or CPI for the remaining initial term. At the beginning of the sixth lease year, rent on the 34 lease-up properties will be increased to the greater of the percentage increase in CPI or fair market, subject to a floor of 103% and a cap of 130% of the prior year's rent, allowing HCP to capture potential upside from these non-stabilized assets. Under the leases, Emeritus is also required to invest an additional $30 million in the portfolio, representing $2,900 per unit.

The properties will be grouped into three comparable pools with initial terms of 14 to 16 years. Emeritus has two extension options, which, if exercised, bring total available lease terms to 30 to 35 years.

Concurrent with the acquisition, Emeritus will purchase nine communities from the Blackstone JV, for which we have agreed to provide secured debt financing of $52 million with a four-year term. The loan is secured by the underlying real estate and is prepayable at Emeritus' option. The interest rate on the loan will mirror the 6.1% lease yield, including the annual increases through maturity.

We expect to close the real estate acquisition in phases beginning early November 2012.

ADDITIONAL INVESTMENT TRANSACTIONS

On July 31, 2012, we closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care ("Tandem"), an affiliate of Formation Capital, as part of the recapitalization of a post-acute/skilled nursing portfolio. We funded $100 million (the "First Tranche") at closing and expect to fund an additional $105 million (the "Second Tranche") between March 2013 and August 2013. The Second Tranche will be used to repay debt senior to our loan. The loan is subordinate to $400 million in senior mortgage debt and $137 million in senior mezzanine debt. The loan bears interest at a fixed rate of 12% and 14% per annum for the First and Second Tranche, respectively. Including fees received at closing, the loan has a blended yield to maturity of approximately 13%. The facility will have a total term of up to 63 months from the initial closing.

Between July and October 2012, we acquired 12 medical office buildings ("MOBs") from The Boyer Company valued at $186 million, including non-managing member LLC units ("DownREIT units") and debt valued at $41 million and $59 million, respectively; the MOBs are primarily located on the campuses of HCA, Iasis Healthcare and Community Health Systems and comprise 758,000 sq. ft. with a current occupancy of 88%. The transaction closed in three stages: (i) six MOBs on July 31, 2012 for $78 million representing 327,000 sq. ft.; (ii) four MOBs on August 15, 2012 for $49 million representing 199,000 sq. ft. and; (iii) two MOBs on October 19, 2012 for $59 million representing 232,000 sq. ft.

On August 7, 2012, we completed the acquisition of eight on-campus MOBs for $81 million from Scottsdale Healthcare. Located in Scottsdale, Arizona, the portfolio represents 398,000 sq. ft. with a current occupancy of 89%.

During the third quarter, we expanded our relationship with General Atomics in Poway, CA to a total of 396,000 sq. ft., consisting of the following: (i) a lease extension of 281,000 sq. ft. through June 2024, and (ii) a new 10-year lease (expected to commence mid-2014) for a 115,000 sq. ft. build-to-suit development. As part of this transaction, General Atomics agreed to purchase a 19-acre land parcel from HCP for $19 million, resulting in a $7.9 million non-cash impairment charge. This transaction monetizes and places into development 26 acres of land and represents a further reduction to our non-stabilized assets.

During the quarter, we made additional investments of $77 million as follows: (i) acquisition of a MOB for $14 million and (ii) funding of development and other capital projects of $63 million, primarily in our life science, medical office and senior housing segments.

FINANCING ACTIVITIES

On July 23, 2012, we issued $300 million of 3.15% senior unsecured notes due in 2022. The notes were priced at 98.888% of the principal amount with an effective yield-to-maturity of 3.28%. Net proceeds from this offering were $293.7 million.

On July 30, 2012, we entered into a credit agreement with a syndicate of banks for a £137 million ($215 million) four-year unsecured term loan that accrues interest at a rate of GBP LIBOR plus 1.20%. At closing, we entered into a four-year interest rate swap agreement that fixes the rate at 1.81%, subject to adjustments based on our credit ratings.

On October 19, 2012, we completed a public offering of 22 million shares of common stock and received net proceeds of $979 million.

SUSTAINABILITY

During the quarter we (i) were named by the Global Real Estate Sustainability Benchmark survey as sector leader in the category that includes healthcare and hospitality; (ii) received a favorable score on our inaugural Carbon Disclosure Project Investor questionnaire; and (iii) earned two additional ENERGY STAR awards in our medical office segment. As of September 30, 2012, our medical office, life science and senior housing segments have been awarded 77 ENERGY STAR labels. More information about HCP's sustainability efforts can be found on our website at www.hcpi.com.

DIVIDEND

On October 25, 2012, we announced that our Board of Directors declared a quarterly cash dividend of $0.50 per common share. The dividend will be paid on November 20, 2012 to stockholders of record as of the close of business on November 5, 2012.

OUTLOOK

For the full year 2012, we expect FFO applicable to common shares to range between $2.68 and $2.74 per share; FFO as adjusted applicable to common shares to range between $2.75 and $2.81 per share; FAD applicable to common shares to range between $2.20 and $2.26 per share; net income applicable to common shares to range between $1.79 and $1.85 per share; and cash same property performance growth to range from 4.0% to 4.5%.

Estimates of FFO and net income to common shares include the impact of our pending Senior Housing Portfolio Acquisition that is expected to close in phases beginning early November 2012, and the corresponding merger-related items. FFO as adjusted and FAD applicable to common shares exclude, among others items, the impact of merger-related items, which include direct transaction costs and negative carrying costs related to prefunding the Senior Housing Portfolio Acquisition. See the "Projected Future Operations" section of this release for additional information regarding these estimates.

COMPANY INFORMATION

HCP has scheduled a conference call and webcast for Tuesday, October 30, 2012 at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) in order to present the Company's performance and operating results for the quarter ended September 30, 2012. The conference call is accessible by dialing (877) 724-7556 (U.S.) or (706) 645-4695 (International). The participant passcode is 35012696. The webcast is accessible via the Company's website at www.hcpi.com. This link can be found on the "Event Calendar" page, which is under the "Investor Relations" tab. Through November 13, 2012, an archive of the webcast will be available on our website and a telephonic replay can be accessed by calling (855) 859-2056 (U.S.) or (404) 537-3406 (International) and entering passcode 35012696. The Company's supplemental information package for the current period will also be available on the Company's website in the "Presentations" section of the "Investor Relations" tab.

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. The Company's portfolio of assets is diversified among five distinct sectors: senior housing, post-acute/skilled nursing, life science, medical office and hospitals. 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 27 consecutive years; and (iii) is the only REIT included in the S&P 500 Dividend Aristocrats index. For more information regarding HCP, visit the Company's website at www.hcpi.com.

FORWARD-LOOKING STATEMENTS

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts 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.These statements include among other things, net income applicable to common shares on a diluted basis, FFO applicable to common shares on a diluted basis, FFO as adjusted applicable to common shares on a diluted basis and FAD applicable to common shares on a diluted basis for the full year of 2012.These statements are made as of the date hereof, 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 the Company 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 but are not limited to: the Company's ability to complete the senior housing portfolio acquisition and the secured loan described above on the currently proposed terms or at all; national and local economic conditions; continued volatility in the capital markets, including changes in interest rates and the availability and cost of capital, which changes and volatility affect opportunities for profitable investments; the Company's ability to access external sources of capital when desired and on reasonable terms; the Company's ability to manage its indebtedness levels; changes in the terms of the Company's indebtedness; the Company's ability to maintain its credit ratings; the potential impact of existing and future litigation matters, including the possibility of larger than expected litigation costs and related developments; the Company's ability to successfully integrate the operations of acquired companies; risks associated with the Company's investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners' financial condition and continued cooperation; competition for lessees and mortgagors (including new leases and mortgages and the renewal or rollover of existing leases); the Company's ability to reposition its properties on the same or better terms if existing leases are not renewed or the Company exercises its right to replace an existing operator or tenant upon default; continuing reimbursement uncertainty in the post-acute/skilled nursing segment; competition in the senior housing segment specifically and in the healthcare industry in general; the ability of the Company's operators and tenants from its senior housing segment to maintain or increase their occupancy levels and revenues; the ability of the Company's lessees and mortgagors to maintain the financial strength and liquidity necessary to satisfy their respective obligations to the Company and other third parties; the bankruptcy, insolvency or financial deterioration of the Company's operators, lessees, borrowers or other obligors; changes in healthcare laws and regulations, including the impact of future or pending healthcare reform, and other changes in the healthcare industry which affect the operations of the Company's lessees or obligors, including changes in the federal budget resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; the Company's ability to recruit and retain key management personnel; costs of compliance with regulations and environmental laws affecting the Company's properties; changes in tax laws and regulations; changes in the financial position or business strategies of HCR ManorCare; the Company's ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; changes in rules governing financial reporting, including new accounting pronouncements; and other risks described from time to time in the Company's Securities and Exchange Commission filings. The Company assumes no, and hereby disclaims 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.