TORONTO, Oct. 2, 2014 /CNW/ - HealthLease Properties Real Estate Investment Trust (TSX: HLP.UN) ("HealthLease" or the "REIT") announced today a meeting of the holders (the "Debentureholders") of the REIT's 5.75% convertible unsecured subordinated debentures due November 30, 2018 ("Debentures"), at which the Debentureholders will be asked to approve certain amendments to the trust indenture governing the terms of the Debentures (the "Amendments"). The meeting is being called at the request of Health Care REIT, Inc. ("HCN") pursuant to the agreement in connection with the previously-announced proposed plan of arrangement (the "Transaction") under the Business Corporations Act (Alberta) involving, among others, the REIT, HealthLease Canada GP Inc. and HCN.
The Amendments, if approved by 66⅔% of the votes cast by Debentureholders, will require the REIT to redeem the Debentures for cash, at a redemption price of 109.5% of the aggregate principal amount thereof, plus accrued interest, at any time on, or within 30 days of, the closing date of the Transaction. HCN has informed the REIT that the Amendments have support from significant institutional investors.
The meeting is scheduled to be held at the offices of Goodmans LLP at 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7 at 4:00 p.m. (Toronto time) on October 30, 2014. The record date for determining the Debentureholders entitled to receive notice of and vote at the meeting is October 3, 2014. The REIT's information circular to be sent in connection with the meeting will include a summary of the Amendments. HCN has retained RBC Capital Markets to act as solicitation agent. The board of trustees of the REIT is not required to make nor is it making any recommendation to Debentureholders in connection with the Amendments. Georgeson Shareholder Communications is acting as information agent in connection with the solicitation. Further details and contact information will be included in the information circular and form of proxy which the REIT expects to begin mailing to the Debentureholders on October 6, 2014, at which time the documents will also be made available under the REIT's profile on the SEDAR website at www.sedar.com.
Forward Looking Information
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the REIT's future outlook and anticipated events or results. In some cases, forward-looking information can be identified by such terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the meeting of Debentureholders, the mailing of materials in connection therewith, the redemption of the Debentures and the completion of the Transaction.
The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, financial performance, business strategy and financial needs, including, that the Arrangement Agreement will be not be amended; and all conditions precedent to completing the Transaction will be met.
Although the forward-looking statements contained in this press release are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT's control, including, among other things, the risks identified in the REIT's materials filed under the REIT's profile at www.sedar.com from time to time and the risk that the conditions to the Transaction will not be satisfied. The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable Canadian law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
About HealthLease Properties Real Estate Investment Trust
HealthLease Properties Real Estate Investment Trust (TSX: HLP.UN) owns 52 seniors housing and health care facilities - 13 in two Canadian provinces and 39 in eight U.S. states, for a total of 5,224 beds. The REIT has entered into a contract to acquire one additional property and such acquisition is expected to close in 2014. The facilities are leased to experienced tenant operators who have significant operational experience. The leases are structured as long-term and triple-net: features that provide stability and dependability to the REIT's cash flow and distributions. The REIT's best-in-class portfolio meets the growing demands of modern seniors by emphasizing features such as hotel-like design, private rooms and baths and hospitality-inspired amenities. For more information, visit www.hlpreit.com.
About Health Care REIT, Inc.
HCN (NYSE: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 June 30, 2014, the company's broadly diversified portfolio consisted of 1,224 properties in 46 states, the United Kingdom, and Canada.
SOURCE: HealthLease Properties Real Estate Investment Trust