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Health Care REIT, Inc. : Announces Redemption of and Conversion Option for 4.75% Convertible Senior Notes Due 2026

03/26/2012 | 07:05am US/Eastern

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 follows:

The Bank of New York Mellon Trust Company, N.A.
Corporate Trust - Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attention: Diane Amoroso
Telephone: 212.815.2742
Fax: 212.298.1915

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
Jay Morgan, 419-247-2800


© Business Wire 2012
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