Senior Housing Properties Trust Prices Offering of 13,500,000 Common Shares

NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (NYSE: SNH) today announced that it priced a public offering of 13,500,000 common shares at a price to the public of $21.75 per share. The settlement of this offering is expected to occur on April 23, 2014. SNH expects to use the proceeds of this offering to repay amounts outstanding on its revolving credit facility and for general business purposes, including funding, in part, the pending acquisition of two biotech medical office buildings in Boston. The underwriters have been granted a 30-day option to purchase up to an additional 2,025,000 common shares.

The joint bookrunning managers for this offering are Jefferies, BofA Merrill Lynch, Citigroup, Morgan Stanley and RBC Capital Markets. The co-managers are BB&T Capital Markets, Janney Montgomery Scott, JMP Securities, MLV & Co. and Oppenheimer & Co.

This press release is neither an offer to sell nor a solicitation of an offer to buy shares, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The prospectus supplement relating to this offering and related prospectus are expected to be filed with the Securities and Exchange Commission (SEC) and copies can be obtained by contacting the offices of: Jefferies, 520 Madison Avenue, 12th floor, New York, NY 10022, telephone: (877) 547-6340; BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New York, NY 10038, email: [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146; Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014; or RBC Capital Markets, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 8th floor, New York, New York 10281-8098, telephone: 877-822-4089.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE:

• THIS PRESS RELEASE STATES THAT THE COMPANY EXPECTS THE SETTLEMENT OF THE COMMON SHARES TO OCCUR ON APRIL 23, 2014. IN FACT, THE ISSUANCE AND DELIVERY OF THE COMMON SHARES IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES DO NOT OCCUR, THIS OFFERING MAY NOT CLOSE.
• SNH'S CURRENT INTENT TO USE THE PROCEEDS OF THE OFFERING TO REPAY AMOUNTS OUTSTANDING UNDER ITS UNSECURED REVOLVING CREDIT FACILITY AND FOR GENERAL BUSINESS PURPOSES THAT INCLUDE FUNDING, IN PART, A PENDING ACQUISITION WILL BE DEPENDENT ON THE CLOSING OF THE OFFERING AND MAY NOT OCCUR.
• THIS PRESS RELEASE STATES THAT SNH HAS PENDING THE ACQUISITION OF TWO BIOTECH MEDICAL OFFICE BUILDINGS IN BOSTON. HOWEVER, THE PURCHASE AGREEMENT CONTAINS VARIOUS CLOSING CONDITIONS AND THE CLOSING OF THE ACQUISITION COULD BE DELAYED OR MAY NOT OCCUR AT ALL.
• THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 2,025,000 COMMON SHARES. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, SNH DOES NOT KNOW WHETHER THE UNDERWRITERS WILL EXERCISE THIS OPTION, OR ANY PART OF IT.

FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the New York Stock Exchange.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

Senior Housing Properties Trust
Kimberly M. Brown, 617-796-8234
Director, Investor Relations

Source: Senior Housing Properties Trust