TOLEDO, Ohio--(BUSINESS WIRE)--Health Care REIT, Inc. (NYSE:HCN) announced that it intends to offer, subject to market and other conditions, concurrent underwritten public offerings of 25.0 million shares of its common stock and $625 million (12.5 million shares) of cumulative convertible perpetual preferred stock. The company also intends to grant the underwriters a 30-day option to purchase up to 3.75 million additional shares of its common stock and $93.75 million (1.875 million additional shares) of its preferred stock to cover over-allotments, if any. Neither offering is contingent upon completion of the other offering.
The company intends to use the net proceeds from these offerings to finance a portion of the purchase price of its previously announced anticipated 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 will act as joint book-running managers for each of the offerings and KeyBanc Capital Markets will act as co-lead manager.
The shares of common stock and preferred stock are being offered pursuant to an effective shelf registration statement that Health Care REIT previously filed with the U.S. Securities and Exchange Commission. Electronic copies of each of the preliminary prospectus supplements and accompanying base prospectus are available from the Securities and Exchange Commission's website at www.sec.gov.
Copies of the preliminary 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, 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 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 www.hcreit.com.
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 preliminary 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, the status of the economy and the status of capital markets. 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.