Issuer Free Writing Prospectus, dated November 14, 2012
Filed Pursuant to Rule 433 under the Securities Act of 1933
Supplementing the Preliminary Prospectus Supplement dated November 14, 2012
Registration Statement No. 333-182824




Final Terms and Conditions




HCP, Inc.

Title of Securities:


2.625% Senior Notes due 2020

Anticipated Ratings:*


Baa2/BBB+/BBB+ (Moody’s/S&P/Fitch)




Maturity Date:


February 1, 2020

Interest Payment Dates:


February 1 and August 1, commencing February 1, 2013

Trade Date:


November 14, 2012

Settlement Date:


November 19, 2012 (T+3)

Benchmark Treasury:


1.25% due October 2019

Benchmark Treasury Price/Yield:



Spread to Benchmark Treasury:


+ 165 basis points

Yield to Maturity:





2.625% per year accruing from November 19, 2012

Price to Public:


99.729%, plus accrued interest, if any

Make-Whole Call:


+ 25 basis points; however, at par on and after 90 days preceding the stated maturity date

Use of Proceeds:


We intend to use the net proceeds from this offering to repay $600 million currently outstanding on our bank line of credit, which borrowings were used to fund a portion of the purchase price of the Acquisition (as defined in the Preliminary Prospectus Supplement). We intend to use any additional proceeds raised in this offering for general corporate purposes that may include repayment of indebtedness (which may include up to $150 million of our 5.625% Medium-Term Notes, Series G, due February 28, 2013) and funding of future acquisitions or investments.


*     A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time.



Joint Book-Running Managers:


Merrill Lynch, Pierce, Fenner & Smith


Morgan Stanley & Co. LLC

UBS Securities LLC

Senior Co-Managers:


Credit Agricole Securities (USA) Inc.

Credit Suisse Securities (USA) LLC

RBC Capital Markets, LLC



BNY Mellon Capital Markets, LLC

KeyBanc Capital Markets Inc.

PNC Capital Markets LLC

Scotia Capital (USA) Inc.






40414LAH2 /US40414LAH24


The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates.  Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC’s website at  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 800-294-1322, Morgan Stanley & Co. LLC at (866) 718-1649 or UBS Securities LLC toll free at 877-827-6444, extension 561 3884.