Health Care REIT, Inc. (NYSE:HCN) today announced that it is
notifying holders of the $125,563,000 outstanding principal amount of
its 4.75% Convertible Senior Notes due 2026 (the "Notes") that the
company will redeem all outstanding Notes on April 26, 2012 at a price
payable in cash equal to 100% of the principal amount of the Notes being
redeemed (the "Redemption Price"), plus accrued and unpaid interest, if
any, to, but excluding, April 26, 2012.
The company has prepared a notice to holders specifying the terms,
conditions and procedure of the redemption. The notice is available
through The Depository Trust Company ("DTC") and The Bank of New York
Mellon Trust Company, N.A., which is serving as the paying agent.
The company also announced today that it is notifying holders of the
Notes that they are entitled to convert the Notes into cash and, if
applicable, shares of the company's common stock. Pursuant to the terms
of the indenture governing the Notes, each holder has the right to
convert all or a portion of their Notes because the company has called
the Notes for redemption. Holders' right to convert begins on March 26,
2012 and ends at the close of business on April 25, 2012, unless there
is a default in the payment of the Redemption Price or accrued or unpaid
interest, if any, payable upon redemption of the Notes.
To convert a certificated Note, a holder must (1) complete and sign a
conversion notice, with appropriate signature guarantee, on the back of
each Note, (2) surrender the Notes to The Bank of New York Mellon Trust
Company, N.A., which is serving as the conversion agent, (3) furnish
appropriate endorsements and transfer documents if required by the
registrar or the conversion agent, (4) pay the amount of interest, if
any, the holder must pay in accordance with the indenture, and (5) pay
any tax or duty if required pursuant to the indenture.
To convert interests in a global Note, the holder must comply with DTC's
applicable conversion program procedures.
A holder may convert a portion of the Notes. The converted portion must
be a principal amount of $1,000 or a multiple of $1,000.
The name and address of the paying agent and the conversion agent is as
The Bank of New York Mellon Trust Company, N.A.
Corporate Trust -
101 Barclay Street - 7 East
New York, NY
Attention: Diane Amoroso
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 seniors housing and health care real estate. The company
also provides an extensive array of property management and development
services. As of December 31, 2011, the company's broadly diversified
portfolio consisted of 937 properties in 46 states. More information is
available on the company's website at www.hcreit.com.
Health Care REIT, Inc.
Scott Estes, 419-247-2800