Proceeds Used to Repurchase Portion of Existing 2026 and 2027
Convertible Senior Notes
TOLEDO, Ohio, Jun 15, 2010 (BUSINESS WIRE) --Health Care REIT, Inc. (NYSE:HCN) today announced the pricing of
its offering of an additional $152,009,000 in aggregate principal amount
of its 3.00% Convertible Senior Notes due 2029. The notes will have the
same terms as and form a single series with the 3.00% Convertible Senior
Notes due 2029 previously issued by Health Care REIT on March 15, 2010
and will be issued under the same CUSIP number. Following completion of
this offering, the total aggregate principal amount outstanding of
Health Care REIT's 3.00% Convertible Senior Notes due 2029 will be
Health Care REIT intends to use the net proceeds from the offering to
repurchase a portion of its 4.75% Convertible Senior Notes due 2026 and
2027. The offering is expected to close on June 18, 2010, subject to
customary closing conditions.
The notes will be senior unsecured obligations and mature on December 1,
2029. The notes will pay interest semi-annually at a rate of 3.00% per
year. The notes may be redeemed, in whole or in part, by Health Care
REIT from time to time on or after December 1, 2014 and at any time to
preserve Health Care REIT's status as a REIT. Holders of the notes will
have the right to require Health Care REIT to repurchase for cash all or
a portion of their notes on each of December 1, 2014, December 1, 2019
and December 1, 2024 and upon the occurrence of certain designated
events. The notes will be convertible, in certain circumstances, into
cash and, if applicable, shares of Health Care REIT's common stock at an
initial conversion rate of 19.5064 shares per $1,000 principal amount of
notes, which represents an initial conversion price of approximately
$51.27 per share. In general, upon conversion, the holder of each note
would receive, in respect of the conversion value of such note, cash up
to the principal amount of such note and Health Care REIT common stock
for the note's conversion value in excess of such principal amount.
UBS Investment Bank and J.P. Morgan are acting as joint book-running
managers for this offering.
The offering is made pursuant to Health Care REIT's shelf registration
statement on file with the Securities and Exchange Commission. A copy of
the prospectus supplement and related prospectus relating to the
offering may be obtained by contacting UBS Investment Bank, Prospectus
Department, 299 Park Avenue, New York, New York 10171 or at (888)
827-7275, or J.P. Morgan Securities Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Attention:
Prospectus Department or at (866) 803-9204.
This press release is not an offer to sell, nor a solicitation of an
offer to buy securities, nor shall there be any sale of these securities
in any state or jurisdiction in which the offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
About Health Care REIT.
Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo,
Ohio, is a real estate investment trust that invests across the full
spectrum of senior housing and health care real estate. The company also
provides an extensive array of property management and development
services. As of March 31, 2010, the company's broadly diversified
portfolio consisted of 608 properties in 39 states. More information is
available on the company's website at www.hcreit.com.
The information on our website is not incorporated into this press
SOURCE: Health Care REIT, Inc.
Health Care REIT, Inc.
Scott Estes, 419-247-2800
Mike Crabtree, 419-247-2800