Issuer Free Writing Prospectus, dated May 27, 2014
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
dated May 27, 2014 and
Registration Statement No. 333-181185
FOR IMMEDIATE RELEASE
| May 27, 2014 For more information contact: Scott Estes (419) 247-2800 Jay Morgan (419) 247-2800 |
HEALTH CARE REIT ANNOUNCES ITS ANTICIPATED SECOND QUARTER 2014
ACQUISITION PIPELINE OF APPROXIMATELY $414 MILLION
Toledo, Ohio, May 27, 2014…Health Care REIT, Inc. (NYSE:HCN) announced today that, based on acquisitions closed thus far in the second quarter and potential acquisitions for which HCN has signed a letter of intent or other customary preliminary documentation, HCN anticipates acquiring approximately $414 million of seniors housing and medical office properties in the second quarter of 2014. The anticipated acquisitions are expected to include approximately $199 million of seniors housing triple-net lease properties, approximately $162 million of medical office properties, approximately $30 million of post-acute care properties, and an approximately $23 million Canadian seniors housing operating property, where HCN will be the majority owner.
Demonstrating the success of HCN’s relationship investing approach, approximately 92% of these potential acquisitions are expected to involve HCN’s existing portfolio partners. The aggregate acquisition amount includes approximately $12 million of debt that HCN expects to assume at an average interest rate of 4.2%.
All currency references are in U.S. dollars and, where applicable, based upon the exchange rate as of May 23, 2014 of CAD to USD of 1.00:0.92. All amounts reported in this announcement are preliminary estimates, are subject to downward or upward adjustment, are subject to changes in currency exchange rates, and are subject to change. HCN’s anticipated property acquisitions are in various stages of completion and some or all of the acquisitions may not be completed on currently anticipated terms, or within currently anticipated timeframes, or at all. The completion of the anticipated property acquisitions is subject to the satisfaction of various conditions.
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.
Forward-Looking Statements and Risk Factors
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 that do not relate solely to historical matters, it is making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to the company’s opportunities to acquire, develop or sell properties and the company’s ability to close its anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the company’s actual results to differ materially from the company’s expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to, the satisfaction of closing conditions to the anticipated acquisitions, including, as applicable, the receipt of health care licenses, regulatory approvals and lender consents; the respective parties’ performance of their obligations under the acquisition agreements; unanticipated difficulties and/or expenditures relating to the anticipated acquisitions; competition within the health care and seniors housing industries; cooperation of joint venture partners; and negative developments in the operating results or financial condition of operators/tenants, including their ability to pay rent. Additional factors are discussed in the company’s Annual Report on Form 10-K and in its other reports filed from time to time with the Securities and Exchange Commission. The company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.
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The issuer has filed a registration statement (including a prospectus) and a related preliminary prospectus supplement dated May 27, 2014 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and the other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408, Goldman, Sachs & Co. toll-free at 1-866-471-2526, J.P. Morgan Securities LLC toll-free at 1-866-803-9204, or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.