Health Care Property Investors, Inc. (HCP)

[ScovilleUnits]

Form 424B3 - Common Stock offered: 11.5 mil shares

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=6447601

Recent Developments

On August 3, 2009, we purchased a $720 million participation in first mortgage debt of HCR ManorCare at a discount for approximately $590 million. The $720 million participation bears interest at LIBOR plus 1.25% and represents 45% of the $1.6 billion most senior tranche of HCR ManorCare's mortgage debt. The mortgage debt matures in January 2012, with a one-year extension available at the borrower's option subject to certain conditions, and is secured by a first lien on 331 facilities located in 30 states. HCP obtained financing to fund 72% of the purchase price, resulting in a cash payment by HCP of $165 million. We intend to use a portion of the net proceeds from the offering to repay all borrowings under our revolving credit facility, including borrowings that were applied toward this cash payment. See "Use of Proceeds."

The Offering

Common Stock offered by HCP: 11,500,000 shares. Common Stock outstanding after this offering(*1)
286.8 million shares

Use of Proceeds

We intend to use the net proceeds from the offering to repay all borrowings under our revolving credit facility, including borrowings that were applied toward the cash payment of $165 million for the participation in first mortgage debt of HCR ManorCare, with the remainder to be used for general corporate purposes. See "Use of Proceeds."

New York Stock Exchange symbol HCP

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(*1) Based on 275,273,367 shares of our common stock outstanding as of July 31, 2009. Does not include:
• 7.1 million shares of common stock issuable upon the exercise of outstanding options;
• 10.6 million additional shares reserved for future awards under equity incentive plans;
• 5.9 million shares of common stock issuable in exchange for non-managing member units of affiliated entities; and
• up to 1,725,000 additional shares of common stock that the underwriters have the option to purchase from us.

You should carefully consider the information set forth under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008 and beginning on page 4 of the accompanying prospectus before deciding to invest in our common stock. For additional information regarding our common stock, see "Description of the Common Stock."

August 19, 2009 Common Stock Dividend

Our board of directors has declared a quarterly cash dividend on our common stock of $0.46 per share, payable on August 19, 2009 to stockholders of record as of the close of business on August 6, 2009. Since the delivery of shares sold hereunder will occur after the close of business on August 6, 2009, the purchasers will not be entitled to receive the August 19, 2009 dividend.

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