Health Care REIT, Inc. Announces Pricing of Concurrent Offerings of Common Stock and Cumulative Convertible Perpetual Pref

TOLEDO, Ohio--(BUSINESS WIRE)-- Health Care REIT, Inc. (NYSE:HCN) today announced the pricing of its concurrent underwritten public offerings of 25.0 million shares of its common stock at $49.25 per share and $625 million (12.5 million shares) of 6.5% cumulative convertible perpetual preferred stock. The shares of preferred stock have a liquidation value of $50.00 per share. The company has granted the underwriters an option to purchase up to an additional 3.75 million shares of common stock and 1.875 million shares of preferred stock during the next 30 days to cover over-allotments, if any. The company estimates that the gross proceeds from the concurrent offerings will be approximately $1.9 billion (or approximately $2.1 billion if each of the underwriters’ over-allotment options are exercised in full).

The company intends to use the net proceeds from these offerings to finance a portion of the purchase price of its previously announced acquisition of substantially all of the real estate assets of privately-owned Genesis HealthCare Corporation for a purchase price of $2.4 billion. If that acquisition is not consummated, the company intends to use the net proceeds from these offerings for general corporate purposes, including investing in health care and senior housing properties and repaying borrowings under the company's unsecured line of credit and other outstanding indebtedness.

UBS Investment Bank, BofA Merrill Lynch, Barclays Capital, Deutsche Bank Securities, J.P. Morgan and Wells Fargo Securities acted as joint book-running managers for each of the offerings and KeyBanc Capital Markets acted as co-lead manager.

The offerings of common stock and preferred stock are being made pursuant to Health Care REIT’s shelf registration statement on file with the Securities and Exchange Commission. Copies of the prospectus supplements and accompanying base prospectus related to the offerings may be obtained from: UBS Investment Bank, Attn: Prospectus Dept., 299 Park Avenue, New York, NY 10171, Telephone: 888-827-7275.

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 December 31, 2010, the company's broadly diversified portfolio consisted of 683 properties in 41 states. More information is available on the company's website at

Forward-Looking Statements

This document may contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. When the company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company's expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to, the ability to consummate the Genesis HealthCare acquisition and those factors discussed in the prospectus supplements and related prospectus and in the company's reports filed from time to time with the Securities and Exchange Commission. Completion of each of the proposed offerings is subject to various factors, including, but not limited to, customary closing conditions. The company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.


Health Care REIT, Inc.
Scott Estes, 419-247-2800
Mike Crabtree, 419-247-2800

KEYWORDS:   United States  North America  Ohio

INDUSTRY KEYWORDS:   Health  Hospitals  Other Health  Professional Services  REIT  Banking  Construction & Property  Commercial Building & Real Estate  Residential Building & Real Estate