Bond HCP Group 3.25% ( US40414LAQ23 ) in USD

HCP Group

99.654 % ▲

United States

US40414LAQ23 ( in USD )

3.25% per year ( payment 2 times a year)

14/07/2026

Prospectus brochure of the bond HCP Inc US40414LAQ23 en USD 3.25%, maturity 14/07/2026

2 000 USD

650 000 000 USD

40414LAQ2

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/07/2026 ( In 158 days )

HCP, Inc. is a real estate investment trust (REIT) specializing in the ownership and operation of medical office buildings and other healthcare-related properties in the United States.

The Bond issued by HCP Group ( United States ) , in USD, with the ISIN code US40414LAQ23, pays a coupon of 3.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2026

The Bond issued by HCP Group ( United States ) , in USD, with the ISIN code US40414LAQ23, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by HCP Group ( United States ) , in USD, with the ISIN code US40414LAQ23, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 a2239112z424b5.htm 424B5
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TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-225318
Calculation of Registration Fee

Proposed maximum
Title of Each Class of Securities
Amount to be
Proposed maximum
Aggregate Offering
Amount of
to be Registered

Registered

Offering Price

Price

Registration Fee(1)

3.250% Senior Notes due
2026

$650,000,000

99.906%

$649,389,000

$78,705.95

3.500% Senior Notes due
2029

$650,000,000

99.572%

$647,218,000

$78,442.82

$157,148.77

(1)
Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To prospectus dated May 31, 2018)
$650,000,000 3.250% Senior Notes due 2026
$650,000,000 3.500% Senior Notes due 2029
HCP, Inc.
We are offering $650,000,000 aggregate principal amount of 3.250% Senior Notes due 2026 (the "2026 notes") and $650,000,000 aggregate
principal amount of 3.500% Senior Notes due 2029 (the "2029 notes" and, together with the 2026 notes, the "notes"). The notes of each series will not
be entitled to the benefits of any sinking fund.
Unless redeemed prior to maturity, the 2026 notes will mature on July 15, 2026. The 2026 notes will bear interest at the rate of 3.250% per year.
Interest on the 2026 notes will accrue from July 5, 2019 and will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning
on January 15, 2020.
Unless redeemed prior to maturity, the 2029 notes will mature on July 15, 2029. The 2029 notes will bear interest at the rate of 3.500% per year.
Interest on the 2029 notes will accrue from July 5, 2019 and will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning
on January 15, 2020.
We may redeem each series of notes, in whole or in part, at any time or from time to time at our option at the applicable redemption prices
described in this prospectus supplement.
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Each series of notes is a new issue of securities for which there is no established trading market. We do not intend to apply for a listing of either
series of notes on any securities exchange or automated dealer quotation system.
The notes of each series will be our senior unsecured obligations and will be equal in right of payment with all of our existing and future senior
indebtedness. The notes of each series will be effectively junior to all existing and future secured indebtedness to the extent of the collateral securing
that indebtedness. The notes of each series will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks. See "Risk Factors" on page S-6 of this prospectus supplement and page 2 of the accompanying
prospectus and the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2018, as well as the risk
factors relating to our business contained in documents we file with the Securities and Exchange Commission which are incorporated by
reference into this prospectus supplement and the accompanying prospectus.

2026 notes

2029 notes

Per Note

Total

Per Note

Total

Public Offering Price(1)
99.906% $ 649,389,000 99.572% $647,218,000
Underwriting Discount

0.625% $
4,062,500
0.650% $
4,225,000
Proceeds to HCP (before expenses)(1)
99.281% $ 645,326,500 98.922% $642,993,000
(1)
Plus accrued interest, if any, from July 5, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
We expect that delivery of the notes will be made to investors through the book-entry delivery system of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator for the Euroclear System, against payment in
New York, New York on or about July 5, 2019.
Joint Book-Running Managers
Mizuho Securities

Credit Suisse
J.P. Morgan
Wells Fargo Securities
Barclays
Morgan Stanley
Scotiabank
Senior Co-Managers
BB&T Capital Markets

PNC Capital Markets LLC
Regions Securities LLC
SMBC Nikko
TD Securities
US Bancorp
Co-Managers
BofA Merrill

BNY Mellon Capital

Credit Agricole
Lynch
Markets, LLC
CIB
Goldman

Huntington Capital

KeyBanc Capital

RBC Capital
Sachs & Co. LLC
Markets
Markets
Markets
The date of this prospectus supplement is June 20, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement
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Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
INDUSTRY AND MARKET DATA
S-ii
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
S-iii
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
S-v
SUMMARY
S-1
THE OFFERINGS
S-3
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
DESCRIPTION OF THE NOTES
S-9
SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-21
UNDERWRITING (CONFLICTS OF INTEREST)
S-22
LEGAL MATTERS
S-28
EXPERTS
S-28
Prospectus

Page

ABOUT THIS PROSPECTUS

ii
WHERE YOU CAN FIND MORE INFORMATION

ii
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

iv
SUMMARY

1
RISK FACTORS

2
USE OF PROCEEDS

3
RATIOS OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF SECURITIES

5
DESCRIPTION OF CAPITAL STOCK

6
DESCRIPTION OF DEPOSITARY SHARES

11
DESCRIPTION OF DEBT SECURITIES

14
DESCRIPTION OF WARRANTS

21
CERTAIN PROVISIONS OF MARYLAND LAW AND HCP'S CHARTER AND BYLAWS

23
SELLING SECURITY HOLDERS

29
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

30
PLAN OF DISTRIBUTION

56
VALIDITY OF SECURITIES

59
EXPERTS

59
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in
any free writing prospectus relating to these offerings prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters
have authorized anyone to provide you with different information. Neither we nor the underwriters take responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should not
assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing
prospectus relating to these offerings prepared by or on behalf of us or to which we have referred you is accurate as of any date other than the date of
each such document. Our business, financial condition, results of operations and prospects may have changed since those dates.
S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with the Securities and
Exchange Commission ("SEC"). This prospectus supplement adds to, updates and changes information contained in the accompanying prospectus. If the
description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.
This prospectus supplement and the accompanying prospectus incorporate by reference important business and financial information about us that
is not included in or delivered with this prospectus supplement and the accompanying prospectus. You should carefully read this prospectus supplement,
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the accompanying prospectus, any free writing prospectus relating to these offerings prepared by or on behalf of us or to which we have referred you
and the documents incorporated by reference herein and therein that are described in this prospectus supplement and the accompanying prospectus under
the heading "Where You Can Find More Information and Incorporation by Reference." If there is any inconsistency between the information in this
prospectus supplement and the accompanying prospectus or any document incorporated herein or therein by reference, you should rely on the
information in this prospectus supplement.
In this prospectus supplement, unless otherwise indicated herein or the context otherwise indicates, the terms "HCP," "we," "us," "our" and the
"Company" refer to HCP, Inc., together with its consolidated subsidiaries, except in the "Description of the Notes" or where it is clear from the context
that the terms mean only the issuer. Unless otherwise stated, currency amounts in this prospectus supplement are stated in United States ("U.S.")
dollars.
INDUSTRY AND MARKET DATA
In the documents incorporated and deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus, we
refer to information and statistics regarding, among other things, the industry, markets, submarkets and sectors in which we operate, including, among
other things, estimated completion dates and costs of properties under development, and the number of square feet that could be developed. We obtained
this information and these statistics from various third-party sources and our own internal estimates. We believe that these sources and estimates are
reliable, but this information and these statistics (whether obtained from third-party sources or based on our internal estimates) are subject to
assumptions, estimates and other uncertainties, and we have not independently verified them and cannot guarantee their accuracy or completeness.
S-ii
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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this prospectus supplement and the information incorporated by reference in this prospectus supplement or the accompanying
prospectus that are not historical factual statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking
statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as
"may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would,"
"should" and other comparable and derivative terms or the negatives thereof. Forward-looking statements reflect our current expectations and views
about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While
forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no
assurance that our expectations or forecasts will be attained. As more fully set forth under "Risk Factors" in this prospectus supplement and the
accompanying prospectus and under Part I, Item 1A. "Risk Factors" in our most recent Annual Report on Form 10-K and in our future filings with the
SEC, risks and uncertainties that may cause our actual results to differ materially from the expectations contained in the forward-looking statements
include, among other things:
·
our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues and net operating
income;
·
the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in
their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the
full benefit of such tenants' and operators' leases and borrowers' loans;
·
the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to
maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to
us and our ability to recover investments made, if applicable, in their operations;
·
our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which
makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries;
·
operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease
structures;
·
the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the
Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification
and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which
may result in future reductions in reimbursements or fines for noncompliance;
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·
our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith;
·
the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower
occupancy rates and rents than expected;
·
the potential impact of uninsured or underinsured losses;
S-iii
Table of Contents
·
the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making
authority and our reliance on our partners' financial condition and continued cooperation;
·
competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including
with respect to new leases and mortgages and the renewal or rollover of existing leases;
·
our ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost
projections;
·
the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of
larger than expected litigation costs, adverse results and related developments;
·
changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of
compliance or increase the costs, or otherwise affect the operations, of our tenants and operators;
·
our ability to foreclose on collateral securing our real estate-related loans;
·
volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit
ratings, and the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or
consummate transactions, or reduce the earnings from potential transactions;
·
changes in global, national and local economic and other conditions, including currency exchange rates;
·
our ability to manage our indebtedness level and changes in the terms of such indebtedness;
·
competition for skilled management and other key personnel;
·
our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; and
·
our ability to maintain our qualification as a real estate investment trust ("REIT").
Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only
as of the date on which they are made.
S-iv
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. Our SEC filings are
available to the public at our website at www.hcpi.com. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC, including HCP, Inc.
The SEC allows us to "incorporate by reference" information we file with the SEC into this prospectus supplement and the accompanying
prospectus. This means that we can disclose important information to you by referring you to another document that HCP has filed separately with the
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SEC.
The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus. Information
that HCP files with the SEC after the date of this prospectus supplement and that is incorporated by reference in this prospectus supplement and the
accompanying prospectus will update and supersede the information included or incorporated by reference into this prospectus supplement and the
accompanying prospectus. We incorporate by reference in this prospectus supplement and the accompanying prospectus the following documents (other
than any portions of any such documents deemed to have been furnished and not filed in accordance with the applicable SEC rules):
·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2018;
·
our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019;
·
our Current Reports on Form 8-K filed on February 26, 2019, April 30, 2019 and May 23, 2019 (solely with respect to Items 1.01 and
2.03);
·
those portions of our Definitive Proxy Statement on Schedule 14A filed on March 14, 2019, that are incorporated by reference into
Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and
·
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the securities
offered by this prospectus supplement.
We will provide copies, without charge, of any documents incorporated by reference in this prospectus supplement or the accompanying prospectus,
excluding exhibits unless specifically incorporated by reference, to any persons to whom a prospectus supplement and the accompanying prospectus is
delivered, including any beneficial owner, who requests them in writing or by telephone from:
Legal Department
HCP, Inc.
1920 Main Street, Suite 1200
Irvine, California 92614
(949) 407-0700
[email protected]
S-v
Table of Contents
SUMMARY
The information included below is only a summary and may not contain all the information that is important to you. You should carefully read both
this prospectus supplement, the accompanying prospectus and any free writing prospectus relating to these offerings prepared by or on behalf of us or
to which we have referred you, together with the additional information described under the heading "Where You Can Find More Information and
Incorporation by Reference."
Our Company
HCP, Inc., a Standard & Poor's 500 company, is a Maryland corporation that is organized to qualify as a REIT which, together with its consolidated
entities, invests primarily in real estate serving the healthcare industry in the United States. We acquire, develop, lease, own and manage healthcare real
estate. Our diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) senior housing triple-net; (ii) senior
housing operating portfolio; (iii) life science and (iv) medical office. Our principal executive offices are located at 1920 Main Street, Suite 1200, Irvine,
California 92614, and our telephone number is (949) 407-0700.
Recent Developments
Concurrent Tender Offers for Notes
On June 20, 2019 we announced an increase to the combined aggregate principal amount of our previously announced offers (the "Tender Offers")
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from a purchase for cash up to $400.0 million combined aggregate principal amount of the Issuer's 4.000% notes due 2022 (the "4.000% 2022 Notes")
and 4.250% notes due 2023 (the "4.250% 2023 Notes," and together with the 4.000% 2022 Notes, the "Tender Notes") to a purchase for cash up to
$500.0 million combined aggregate principal amount of the Tender Notes.
The Tender Offers are scheduled to expire at 12:00 Midnight, New York City time, at the end of July 18, 2019, unless extended (such date and
time, as it may be extended with respect to a Tender Offer, the "Tender Expiration Time"), and holders who validly tender their Tender Notes prior to
or at the Tender Expiration Time will receive the consideration set forth in the Offer to Purchase for those Tender Notes not validly withdrawn that we
accept for purchase. Holders who validly tender their Tender Notes before or at the early tender time, which, with respect to each Tender Offer, is
currently 12:00 Midnight, New York City time, at the end of July 3, 2019, will also receive the "early tender premium" set forth in the Offer to Purchase
for those Tender Notes not validly withdrawn that we accept for purchase. Subject to applicable law, holders are permitted to withdraw their tendered
Tender Notes at any time prior to 12:00 Midnight, New York City time, at the end of July 3, 2019.
As of June 20, 2019, the following aggregate principal amounts of Tender Notes were outstanding:
·
$600,000,000 aggregate principal amount of the 4.000% 2022 Notes; and
·
$800,000,000 aggregate principal amount of the 4.250% 2023 Notes.
The Tender Offers are subject to a number of conditions that may be waived or changed, including a financing condition pursuant to which we will
not be required to accept for purchase any Tender Notes that are tendered in the Tender Offers if the net proceeds of one or more offerings of senior
notes by us and/or our subsidiaries is less than the amount of funds sufficient to purchase all of the Tender Notes that would be accepted for payment in
the Tender Offers assuming the Tender Offers were fully subscribed. We intend to fund the purchase price for the Tender Notes accepted for purchase
in the Tender Offers using the net proceeds from this offering. Following consummation or termination of the Tender Offers, we reserve the right to
acquire the Tender Notes from time to time other than pursuant to the Tender Offers through open market purchases, privately negotiated transactions,
one or
S-1
Table of Contents
more additional tender or exchange offers or otherwise at prices that may differ from the purchase price for the Tender Notes in the Tender Offers, or
exercise our rights (including redemption rights) under the indenture with respect to such Tender Notes. There can be no assurance as to which, if any,
of these alternatives or combination thereof that we will choose to pursue in the future.
This prospectus supplement is not an offer to purchase the Tender Notes. The Tender Offers are being made only by and pursuant to the terms of
the Offer to Purchase. This offering is not conditioned on the tender of Tender Notes in the Tender Offers.
Completed Life Science Acquisition
In June of 2019, we completed the previously announced acquisition of Sierra Point Towers, a 427,000 square foot, two-building life science and
office campus in the South San Francisco life science submarket for $245 million.
Recent Financing Activities
On June 20, 2019, we intend to draw $250 million under the previously announced delayed draw unsecured term loan facility provided pursuant to
our Amended and Restated Credit Agreement dated May 23, 2019. As of June 20, 2019, such borrowings would bear interest at a rate per annum equal
to 3.21%.
As of June 19, 2019, we had $1,154 million, including £55 million (approximately $69 million), outstanding under our recently upsized $2.5 billion
unsecured revolving line of credit facility (our "credit facility"), with a weighted average effective interest rate of 3.42%. We currently expect to reduce
outstanding borrowings under our credit facility on or prior to June 30, 2019 to approximately $550 million, funded by the proceeds from drawing on
our term loan facility, as described above, as well as proceeds from our at-the-market equity offering program and the settlement of various previously
executed forward equity issuance contracts, although we may adjust our plans in this regard.
S-2
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Table of Contents

THE OFFERINGS
Issuer

HCP, Inc., a Maryland corporation.
Securities Offered

$650,000,000 aggregate principal amount of 3.250% Senior Notes due 2026
(the "2026 notes").

$650,000,000 aggregate principal amount of 3.500% Senior Notes due 2029
(the "2029 notes").
Maturity

2026 notes: July 15, 2026.

2029 notes: July 15, 2029.
Interest Rate

2026 notes: 3.250% per annum, accruing from July 5, 2019.

2029 notes: 3.500% per annum, accruing from July 5, 2019.
Interest Payment Dates

2026 notes: payable semi-annually in arrears on January 15 and July 15 of
each year, commencing January 15, 2020.

2029 notes: payable semi-annually in arrears on January 15 and July 15 of
each year, commencing January 15, 2020.
Optional Redemption

At any time or from time to time, we may redeem at our option all or part of
each series of notes at the applicable redemption prices described in
"Description of the Notes--Optional Redemption."
Covenants

The indenture governing the notes contains covenants that limit our ability to
incur additional indebtedness, including based upon our total indebtedness as
a percentage of our total assets, our secured indebtedness as a percentage of
our total assets, and our Annualized Interest Expense (as defined herein)
coverage ratio compared to a minimum ratio. We are also required to
maintain Total Unencumbered Assets (as defined herein) of at least 150% of
our Unsecured Debt (as defined herein).

These covenants also restrict our ability to merge, consolidate or transfer all
or substantially all of our assets.

These covenants are subject to important exceptions and qualifications, which
exceptions and qualifications are described in "Description of the Notes--
Certain Covenants."
Priority

Each series of notes will be senior unsecured obligations of HCP and equal in
right of payment with other senior indebtedness of HCP from time to time
outstanding. Each series of notes will be effectively junior to all of our
existing and future secured indebtedness to the extent of the collateral
securing that indebtedness. Each series of notes will also be structurally
subordinated to all existing and future indebtedness and other liabilities of
our subsidiaries.
S-3
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Use of Proceeds

We estimate that we will receive net proceeds from these offerings of
approximately $1.285 billion, after deducting the underwriting discounts and
estimated offering expenses payable by us. We intend to use the net proceeds
from these offerings to fund the (i) purchase price for the Tender Notes, and
(ii) redemption of all of our $800 million 2.625% Senior Notes due February
2020 (the "2020 Notes") prior to their stated maturity date, and in each case,
to pay accrued interest and related fees, premiums and expenses in
connection therewith. In the event that the Tender Offers are not
consummated or are not fully subscribed or we do not use all remaining net
proceeds for the redemption of all of the 2020 Notes, we intend to use any
remaining proceeds to reduce other outstanding borrowings, fund potential
acquisitions, development and investment opportunities, or for other general
corporate purposes. This prospectus supplement should not be construed as a
notice of redemption for the 2020 Notes. See "Use of Proceeds" in this
prospectus supplement.

For information concerning potential conflicts of interest that may arise from
the use of proceeds, see "Use of Proceeds," "Underwriting (Conflicts of
Interest)--Conflicts of Interest" and "Underwriting (Conflicts of Interest)--
Other Relationships" in this prospectus supplement.

We expect that the sale of each series of notes will take place concurrently.
However, the sale of the 2026 notes and the 2029 notes are not conditioned on
each other, and we may consummate the sale of one series and not the other,
or consummate the sales at different times.
S-4
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Conflicts of Interest

As described above under "--Use of Proceeds," we intend to use the net
proceeds from these offerings to fund the (i) purchase price for the Tender
Notes and (ii) redemption of all of the 2020 Notes. In the event that the
Tender Offers are not consummated or are not fully subscribed or we do not
use all remaining net proceeds for the redemption of all of the 2020 Notes, we
intend to use the remaining net proceeds from these offerings to reduce other
outstanding borrowings, fund potential acquisitions, development and
investment opportunities, or for other general corporate purposes. To the
extent that any of the underwriters or their affiliates own any of the 2020
Notes that are redeemed or any of the Tender Notes that are purchased with
the proceeds of these offerings, they may receive proceeds from these
offerings through the redemption of the 2020 Notes or the purchase of those
Tender Notes. Additionally, certain of the underwriters or their respective
affiliates are lenders and/or agents under our credit facility and the
underwriters and/or their respective affiliates may from time to time hold our
debt securities or other indebtedness. To the extent that we use any such net
proceeds to repay any of our outstanding indebtedness (including the 2020
Notes or the Tender Notes and amounts outstanding under our credit facility)
held by any of the underwriters or their affiliates, they will likely receive
more than 5% of the net proceeds from these offerings through the repayment
of that indebtedness. However, because REITs are not subject to FINRA
Rule 5121 regarding conflicts of interest, the appointment of a "qualified
independent underwriter" is not required in connection with these offerings.
For additional information, see "Underwriting (Conflicts of Interest)--
Conflicts of Interest" and "Underwriting (Conflicts of Interest)--Other
Relationships" in this prospectus supplement.
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Risk Factors

You should carefully consider the information set forth in the sections
entitled "Risk Factors" beginning on page S-6 of this prospectus supplement
and page 2 of the accompanying prospectus, and the "Risk Factors" section in
our Annual Report on Form 10-K for the year ended December 31, 2018, as
well as the risk factors relating to our business and the other information
included in or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus relating to these
offerings prepared by or on behalf of us or to which we have referred you,
before deciding whether to invest in the notes.
No Listing of the Notes

Each series of notes is a new issue of securities for which there is currently no
established trading market. The underwriters have advised us that they
currently intend to make a market in each series of notes. However, they are
not obligated to do so for any series of notes and may discontinue their
market-making activities at any time without notice. As a result, a liquid
market for either series of notes may not be available if you wish to sell your
notes. We do not intend to apply to list either series of notes on any securities
exchange or any automated dealer quotation system.
No Sinking Fund

There will not be any sinking fund for the notes of either series.
S-5
Table of Contents
RISK FACTORS
Before purchasing the notes of either series offered hereby, you should carefully consider the risk factors below and the information under the
heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated by our subsequent filings under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and in the accompanying prospectus. Each of the risks described below and in these documents
could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a decrease in the value
of the notes and a partial or complete loss of your investment therein.
Risks Related to the Notes
Although the notes of each series offered hereby are referred to as "senior notes," they will be effectively junior to our existing and future secured
indebtedness and structurally subordinated to all liabilities of our subsidiaries.
The notes of each series offered hereby are unsecured and therefore will be effectively junior to our existing and future secured indebtedness to the
extent of the value of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving us, our assets which serve as
collateral will be available to satisfy the obligations under any secured indebtedness before those assets can be applied to make any payments on the
notes of either series.
In addition, most of our assets are held through direct or indirect subsidiaries and, accordingly, the notes of each series will be structurally
subordinated to all liabilities of our subsidiaries, including any guarantees of new credit facilities that may be issued by our subsidiaries. Our
subsidiaries and general and limited partnerships will not guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of our
subsidiaries or partnerships, creditors of our subsidiaries and partnerships will generally be entitled to payment of their claims from the assets of those
subsidiaries and partnerships before any assets are made available for distribution to us, except to the extent we may also have a claim as a creditor.
An active trading market may not develop for the notes of either series.
Prior to these offerings, there was no existing trading market for either series of notes. Although the underwriters have informed us that they
currently intend to make a market in each series of notes after we complete the offerings, they have no obligation to do so and may discontinue making
a market at any time without notice. We do not intend to apply for listing of either series of notes on any securities exchange or any automated dealer
quotation system.
The liquidity of any market for either series of notes will depend on a number of factors, including:
·
the number of holders of the respective series of notes;
·
our performance;
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