Issuer Free Writing Prospectus, dated November 8, 2013
Filed Pursuant to Rule 433
Relating to the Preliminary Prospectus Supplement
dated November 8, 2013 and
Registration Statement No. 333-181185
Health Care REIT, Inc.
Pricing Term Sheet
| Issuer: | Health Care REIT, Inc. | |
| Offering Format: | SEC Registered | |
| Title of Securities: | 4.800% Notes due 2028 | |
| Principal Amount: | £550,000,000 | |
| Maturity: | November 20, 2028 | |
| Coupon: | 4.800% per year, accruing from November 20, 2013 | |
| Initial Price to Public: | 98.599%, plus accrued interest, if any | |
| Yield to Maturity: | 4.875% (semi-annual) | |
| Benchmark Government Security: | UK Gilt 6.000% due 12/2028 | |
| Spread to Benchmark Government Security: | +178 basis points | |
| Benchmark Government Security Price / Yield: | 134.78 / 3.095% (semi-annual) | |
| Interest Payment Dates: | November 20 of each year, commencing November 20, 2014 | |
| Day Count Convention: | Actual / Actual (ICMA) | |
| Optional Redemption Provisions: | Make-whole call prior to August 20, 2028 based on the Comparable Government Bond Rate +0.30% (30 basis points) or at par on or after August 20, 2028 | |
| Denominations: | £100,000 x £1,000 | |
| Listing: | The Issuer intends to apply to list the notes on the New York Stock Exchange | |
| Joint Bookrunning Managers: | Deutsche Bank AG, London Branch Barclays Bank PLC Crédit Agricole Corporate and Investment Bank Merrill Lynch, Pierce, Fenner & Smith Incorporated The Royal Bank of Scotland plc Wells Fargo Securities, LLC | |
| Trade Date: | November 8, 2013 | |
| Settlement Date: | November 20, 2013 | |
| ISIN / Common Code / CUSIP: | XS0994433836 / 099443383 / 42217K BD7 | |
| Anticipated Ratings (Moody’s/S&P/Fitch)*: | Baa2 / BBB / BBB (all stable) | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and 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’s website 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 contacting Deutsche Bank AG, London Branch collect at +44 20 7545 8000 or Barclays Bank PLC toll-free at +1-888-603-5847.