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Health Care REIT, Inc. Announces Conversion Option for 3.00% Convertible Senior Notes Due 2029

July 1, 2014



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 – Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, New York 13057

Attention: Adam DeCapio

Phone: 315.414.3360

Fax: 732.667.9408

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

Jay Morgan, 419-247-2800



Source: Health Care REIT, Inc.


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