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Health Care REIT, Inc. (NYSE:HCN) today notified holders of its 3.00% Convertible Senior Notes due 2029 (the “Notes”) that they continue to be 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”) through the close of business on September 30, 2013. The Notes remain 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 28, 2013, was greater than 120% of the conversion price in effect on June 28, 2013.
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: