Health Care REIT, Inc. (NYSE:HCN) today announced that it is
notifying holders of the $125,588,000 outstanding principal amount of
its 4.75% Convertible Senior Notes due 2026 (the "Notes”) that they have
an option, pursuant to the terms of the Notes, to require the company to
purchase, on December 1, 2011, all or a portion of such holders’ Notes
(the "Put Option”) at a price in cash equal to 100% of the principal
amount of the Notes, plus any accrued and unpaid interest to, but not
including, December 1, 2011.
As required by rules of the Securities and Exchange Commission, the
company will file a Tender Offer Statement on Schedule TO later today.
The company has prepared a notice to holders (a copy of which is
attached as an exhibit to the Schedule TO) with respect to the Put
Option specifying the terms, conditions and procedures for exercising
the Put Option. The notice is available through The Depository Trust
Company ("DTC”) and the Bank of New York Mellon Corporation, which is
serving as paying agent. None of the company, its Board of Directors, or
its employees has made or is making any representation or recommendation
to any holder as to whether to exercise or refrain from exercising the
Put Option.
Noteholders’ opportunity to exercise the Put Option will commence on
November 1, 2011, and will terminate at 5:00 p.m., New York City time,
on November 30, 2011. Holders may withdraw any previously delivered
purchase notice pursuant to the terms of the Put Option at any time
prior to 5:00 p.m., New York City time, on November 30, 2011.
Today the company also announced 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, the Notes are convertible at any
time from, and including, November 1, 2011 to, and including, December
1, 2011.
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
Corporation, which is serving as 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. The Notes will be
deemed to be converted on the date on which the holder has satisfied all
of these requirements.
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 conversion agent is as
follows:
The Bank of New York Mellon Corporation
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 senior housing and health care real estate. The company also
provides an extensive array of property management and development
services. As of June 30, 2011, the company's broadly diversified
portfolio consisted of 868 properties in 45 states. More information is
available on the company's website at www.hcreit.com.
