Nationwide Health Properties, Inc. Announces Plans to Sell Common Stock

NEWPORT BEACH, Calif., March 27 /PRNewswire-FirstCall/ -- Nationwide Health Properties, Inc. (NYSE: NHP), a leading healthcare real estate investment trust, today announced its plans to make a public offering of approximately 9,000,000 shares of its common stock. Of those shares, a portion are being offered directly by NHP and the remaining shares are being offered in connection with forward sale agreements between NHP and certain affiliates of the underwriters as described below. The Company has granted to the underwriters of the common stock offering an option to purchase up to approximately 1,350,000 shares of additional common stock, exercisable solely to cover over-allotments.

NHP will use the net proceeds from the sale of such newly issued shares to fund a portion of its acquisition and master leaseback of the real estate holdings of Hearthstone Assisted Living, Inc.

In addition, NHP will enter into forward sale agreements with affiliates of J.P. Morgan Securities Inc. and UBS Securities LLC, which we refer to as the forward purchasers. The forward purchasers (or their affiliates) will borrow and sell to the underwriters shares of NHP's common stock. The forward sale agreements provide for physical or cash settlement at the public offering price at the time of this offering (less the underwriters' discounts), subject to certain adjustments, within approximately one year of the offering. NHP expects to physically settle the forward sale agreements and use the proceeds to fund a portion of the Hearthstone acquisition. NHP will not receive any proceeds from the sale of shares of its common stock by the forward purchasers (or their affiliates) unless the forward sale agreements are physically settled.

The offering of the newly issued shares and the shares covered by the forward sale agreements will be made under NHP's currently effective shelf registration statement filed with the Securities and Exchange Commission. The joint book-running managers for the offering are J.P. Morgan Securities Inc. and UBS Securities LLC. The co-managers for the offering are A.G. Edwards & Sons, Inc., Wachovia Capital Markets, LLC, Banc of America Securities LLC, Cohen & Steers Capital Advisors, LLC, and Cantor Fitzgerald & Co. J.P. Morgan Securities Inc. will act as sole structuring agent for the forward sale agreements.