(The following statement was released by the rating agency)

Dec 3 - Fitch Ratings has assigned a 'BBB' rating to the

$1.2 billion of senior unsecured notes issued by Health Care REIT, Inc. (NYSE:

HCN). The notes were issued in the following tranches:

--$450 million of 2.25% notes due March 15, 2018 priced to yield 2.35%;

--$500 million of 3.75% notes due March 15, 2023 priced to yield 3.792%;

--$250 million of 5.125% notes due March 15, 2043 priced to yield 5.184%.

The issuance attests to HCN's strong access to capital, demonstrates the

company's commitment to maintaining a large unencumbered asset pool, and helps

maintain a well staggered debt maturity schedule. Fitch currently rates HCN as

follows:

--Issuer Default Rating (IDR) 'BBB';

--$2 billion senior unsecured credit facility 'BBB';

--$250 million Canadian dollar senior unsecured term loan 'BBB';

--$5.4 billion senior unsecured notes 'BBB';

--$494 million senior unsecured convertible notes 'BBB';

--$1 billion preferred stock 'BB+'.

Proceeds from the bond issuances will be used to repay secured debt to be

assumed in connection with the previously announced acquisition of Sunrise

Senior living, Inc. (Sunrise). If the Sunrise acquisition is not completed, or

there are excess proceeds from the notes issuance, then the remaining proceeds

will be used for general corporate purposes, including investing in health care

and seniors housing properties.

As previously noted in a press release dated Aug. 24, 2012, Fitch views the

Sunrise acquisition as having a neutral impact to the credit profile of HCN, as

the transaction is consistent with HCN's strategy of acquiring high-quality

health care assets with a mix of equity and debt capital.

The acquisition is balanced by positives and negatives. On the positive side,

the acquisition will increase the overall quality of the portfolio, increase the

exposure to private-pay assets to 82% from 74%, by July 2013 will give the

company access to 115 of Sunrise's 125 communities with a total value of

approximately $4.3 billion. Balancing these positives is the increase in cash

flow volatility resulting from the increase in exposure to RIDEA assets to above

30% of the portfolio, from 22% currently. In addition, the pricing of the

Sunrise transaction implies a 6.5% capitalization rate on projected 2013 NOI

(excluding any recurring capital expenditures for which HCN will have funding

responsibility), limiting potential near term returns in excess of financing

costs.

HCN's leverage as measured by net debt to trailing 12 month recurring EBITDA

was approximately 5.0 times (x) at Sept. 30, 2012. Fitch projects that

subsequent to the closing of the Sunrise acquisition, leverage will stabilize in

the high 5.0x range.

Fixed-charge coverage is appropriate for the 'BBB' rating. Trailing 12 month

fixed-charge coverage as of Sept. 30, 2012 was 2.5x, up slightly from 2.4x in

2011 but down from 2.8x in 2010. Fitch projects that coverage will remain in the

mid-2.0x range subsequent to the Sunrise acquisition. Fitch defines fixed-charge

coverage as recurring operating EBITDA including Fitch's estimate of recurring

cash distributions from unconsolidated entities less recurring capital

expenditures and straight-line rent adjustments divided by total interest

incurred and preferred dividends.

The company's liquidity is solid pro forma for the Sunrise acquisition. Sources

of liquidity (unrestricted cash, unsecured revolving credit facility

availability and projected retained cash flows from operating activities after

dividends) divided by uses of liquidity (debt maturities, projected recurring

capital expenditures and projected development expenditures) was 1.6x for the

period Oct. 1, 2012 to Dec. 31, 2014.

HCN also has adequate contingent liquidity due to the presence of a large

unencumbered property pool. Fitch estimates that unencumbered assets

(unencumbered annualized 3Q'12 net operating income divided by a stressed

9% cap rate) divided by unsecured debt is approximately 2.2x at Sept. 30, 2012,

which is appropriate for the 'BBB' rating.

The two-notch differential between HCN's IDR and preferred stock rating is

consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'.

Based on Fitch research titled 'Treatment and Notching of Hybrids in

Nonfinancial Corporate and REIT Credit Analysis', available on Fitch's web site

at 'www.fitchratings.com', these preferred securities are deeply subordinated

and have loss absorption elements that would likely result in poor recoveries in

the event of a corporate default.

The following factors may result in positive momentum in the ratings and/or

Rating Outlook:

--Fitch's expectation of fixed-charge coverage sustaining above 3.0x (fixed

charge coverage was 2.5x for the TTM as of Sept 30, 2012)

--Fitch's expectation of leverage sustaining below 5.0x (leverage was 5.0x as of

Sept. 30, 2012);

--Unencumbered assets-to-unsecured debt sustaining above 3.0x (unencumbered

annualized 3Q'12 NOI divided by a stressed 9% cap rate to unsecured debt was

2.2x as of Sept. 30, 2012).

The following factors may result in negative momentum in the ratings and/or

Rating Outlook:

--Fixed-charge coverage sustaining below 2.5x;

--Leverage sustaining above 6.0x;

--Deteriorating tenant/operator cash flow coverage of rent;

--Unencumbered assets-to-unsecured debt sustaining below 2.0x;

--A base case liquidity coverage ratio sustaining below 1.0x.

(Caryn Trokie, New York Ratings Unit)

Keywords:

(Caryn.Trokie@thomsonreuters.com; 646-223-6318; Reuters Messaging: rm://caryn.trokie.reuters.com@reuters.net)

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