TOLEDO, Ohio--(BUSINESS WIRE)--
Health Care REIT, Inc. (NYSE: HCN) today announced that it is
notifying holders of its 3.00% Convertible Senior Notes due 2029 (the
"Notes") that the company will redeem all outstanding Notes ($22,415,000
aggregate principal amount as of July 17, 2015, which amount does not
include Notes surrendered for conversion prior to July 17, 2015) on
August 17, 2015 at a price payable in cash equal to 100% of the
principal amount of the Notes being redeemed, plus accrued and unpaid
interest through and including August 16, 2015 (the "Redemption Price").
The company also announced today that it is notifying holders of 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 17, 2015
and ends at the close of business on August 14, 2015, unless there is a
default in the payment of the Redemption Price or accrued and unpaid
interest. The Notes are convertible because the company has called the
Notes for redemption.
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
redemption and 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 paying
agent and conversion agent.
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
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.
HCN, 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, 2015, the company's broadly diversified portfolio consisted of
1,384 properties in 46 states, the United Kingdom, and Canada. More
information is available on the company's website at www.hcreit.com.
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