Filed pursuant to Rule 425 and deemed filed pursuant to Rule 14a-12

Filing Person:  Health Care Property Investors, Inc.

Subject Company: CNL Retirement Properties, Inc.

File Number:  000-32607



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Town Hall Meeting

May 4, 2006







Health Care Property Investors, Inc. (“HCP”) will file a Form S-4, CNL Retirement Properties, Inc. will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (“SEC”). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at In addition, you may obtain documents filed with the SEC by HCP free of charge through HCP’s website at You may obtain documents filed with the SEC by CNL Retirement Properties, Inc. (“CNL”) free of charge through CRP’s website or by contacting CNL Client Services at 1-800-650-0650.


Health Care Property Investors, Inc. and CNL Retirement Properties, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CNL shareholders in connection with the merger. Information about the directors and executive officers of HCP and their ownership of HCP’s stock is set forth in the proxy statement for HCP’s 2006 Annual Meeting of Shareholders. Information about the directors and executive officers of CNL and their ownership of CNL stock is set forth in the proxy statement for CNL’s 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available.




HCP Overview



HCP Overview


                  HCP is the largest, most diversified healthcare real estate platform


                  Largest healthcare REIT in the United States – over $6 billion market capitalization


                  Well-defined investment philosophy coupled with disciplined investment process


                  Diversified portfolio with assets in multiple sectors, geographies and investment products


                  Healthcare is the largest industry in the U.S.


                  Growing at a faster rate than the economy


                  Aging population will drive demand


                  Potential for consolidation of fragmented ownership of healthcare real estate


                  Sector undergoing “institutionalization”


                  Broad spectrum of property types




Healthcare REIT Capitalization*




*As of April 19, 2006, from CitiGroup Research


Dividends Paid on Common Stock




* Projected Per HCP press release, February 6, 2006.


Healthcare REIT Portfolios*




*                 As of February 1, 2006 except for HR which is as of December 31, 2005 and HCP which is as of March 31, 2006. For HCP, includes pro rata share of HCP MOP, LLC. Based on Bank of America research and company reports.


HCP Portfolio






Healthcare Industry Driven by Strong Demand


U.S. Population Over 65 Years Old is Growing




Source:  U.S. Census Bureau, Statistical Abstract of the United States:  2004-2005.


Disproportionate Healthcare Spending by the Elderly




Source: Skilled Nursing Facilities: The Phoenix Rises Again, Friedman, Billings, Ramsey & Co. Inc., Healthcare Research, December 20, 2004.


Healthcare Expenditures Rising as a % of GDP




Source:  Centers for Medicare and Medicaid, February 2006.


U.S. Healthcare Expenditures




Source: CMS February 2006

* Includes program administration, dentist services, home health care and other expenditures.




U.S. Real Estate Industry


Commercial Real Estate Market:

12% Owned by Public REITs


$3 Trillion Market




Healthcare Real Estate Market:

2% Owned by Public REITs


$750 Billion Market




Sources:  Health Forum LLC, ASHA, Irving Levin Associates; PREI, August 2004




Broad Spectrum of Healthcare Real Estate


Medical Office Buildings


                  Office buildings containing physicians’ offices and examination rooms


                  Require more extensive plumbing, electrical and mechanical systems typical office buildings




Senior Housing


                  Range of property types with different levels of service


                  Independent living facilities (ILFs) offer limited services


                  Assisted living facilities (ALFs) offer personal care and support services


                  Continuing care retirement communities (CCRCs) provide the full spectrum of senior housing options


                  Residents are the primary source of payment






                  Specialized facilities providing a wide range of healthcare services


                  Real estate intensive operating business




Skilled Nursing Facilities


                  Licensed residential facilities that offer nursing and medical care


                  Medicare and Medicaid programs are primary payers




Laboratory / Office Buildings


                  Buildings customized for research and development


                  Higher floor loads


                  Enhanced mechanical systems


                  Tenants include life science companies and scientific institutions




Medical Office Buildings


Capitalize on not-for-profit hospitals’ drive to monetize non-core estate




Transaction Value:


$111 million








Going-in Yield:












4 properties/481,000 sf plus garage














                  Acquisition of portfolio of on-campus MOBs






                  Campus anchored by leading not-for-profit hospital system




Swedish MOB

Seattle, WA



Going In Yield vs. 10-Year Treasury: 400 bps




Senior Housing


Acquire desirable portfolios as operators segment real estate from operations




Transaction Value:


$252 million








Lease Rate:












12 properties/957 units
























                  Located in markets with high barriers to entry






                  High quality assets with 100% private pay






                  Newer facilities that are less than five year old






                  Strong regional operator




Aegis Senior Housing Portfolio

California, Washington, Nevada



Going In Lease Rate vs. 10-Year Treasury: 300 bps




Laboratory / Other


Acquire purpose-built facilities with a more established tenant base




Transaction Value:


$40 million








Lease Rate:












207,766 sf














                  Class A office/lab campus, in market with limited supply






                  Underwritten assuming conversion of office space to lab use






                  Capacity for additional development


San Diego, CA



Going In Lease Rate vs. 10-Year Treasury:  500 bps




Investment Triangle












Diversified Revenue Base


Portfolio of Operators*




*   As of March 31, 2006 based on Investment




Conservative Balance Sheet


Market Capitalization *




Debt Maturity Schedule*




Principal Due







2007 **
















2011 +










                  Weighted average cost of debt


  Unsecured debt:  6.11%


  Mortgage debt:   6.49%


*   As of March 31, 2006

** Excludes credit facility, and term loan repaid April 2006.




Forward Looking Statements


Some of the statements in this presentation may be “forward looking statements” and HCP intends such forward looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Investors are cautioned that, while forward looking statements reflect HCP’s good faith belief and best judgment based upon current information, they are not guarantees of future performance and are subject to known and unknown risks and uncertainties as more fully described in news releases and SEC reports filed by HCP. Actual results may differ materially from the expectations contained in the forward looking statements as a result of various factors.


Market Data


This presentation includes market and industry data that HCP has obtained from market research, publicly available information and industry publications. These sources generally state that the information that they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The market and industry data is often based on industry surveys and preparers’ experience in the industry. Similarly, although HCP believes that the surveys and market research that others have performed are reliable, HCP has not independently verified this information.