HCP, Inc. Common Stock ($1.00 par value) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • May 31st, 2018 • Hcp, Inc. • Real estate investment trusts • New York
HCP, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through J.P. Morgan Securities LLC, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated , RBC Capital Markets, LLC and UBS Securities LLC, as sales agent and/or principal (each, an “Agent”, and collectively, the “Agents”), shares of the Company’s common stock, $1.00 par value (the “Common Stock”), having an aggregate gross sales price of up to $750,000,000 (the “Shares”) on the terms set forth in this At-the-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to one or more Agents as principal, it will enter into a separate agreement (a “Terms Agreement”) in substantially the form of Annex 1 hereto,
