TOLEDO, Ohio--(BUSINESS WIRE)--
Health Care REIT, Inc. (NYSE:HCN) today notified holders of its
3.00% Convertible Senior Notes due 2029 (the “Notes”) that they are
entitled to convert all or a portion of their Notes into cash and, if
applicable, shares of the company’s common stock (the “Conversion
Option”). Holders’ right to convert begins on July 1, 2014 and ends at
the close of business on September 30, 2014. The Notes are convertible
because the closing price of shares of the company’s common stock, for
at least 20 trading days during the 30 consecutive trading-day period
ending on June 30, 2014, was greater than 120% of the conversion price
in effect on June 30, 2014.
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 The Depository
Trust Company’s (“DTC”) applicable conversion program procedures.
Upon conversion, the principal amount of the Notes will be paid in cash
and the conversion value, if any, will be paid in shares of common stock
based upon the volume-weighted average prices per share of the company’s
common stock during the 20-trading day period following the satisfaction
of the conversion procedures described above.
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 company has prepared a notice to holders with respect to the
Conversion Option specifying the applicable terms, conditions and
procedures. The notice is available through DTC and The Bank of New York
Mellon Trust Company, N.A., which is serving as conversion agent. The
address of the conversion agent is as follows:
The Bank of New York Mellon Trust Company, N.A.
Corporate Trust –
111 Sanders Creek Parkway
New York 13057
Attention: Adam DeCapio
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 Conversion Option.
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, Inc.
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 March 31, 2014, the company’s broadly diversified
portfolio consisted of 1,212 properties in 46 states, the United
Kingdom, and Canada. More information is available on the company’s
website at www.hcreit.com.
Health Care REIT, Inc.
Scott Estes, 419-247-2800
Source: Health Care REIT, Inc.