Cautionary Language

The information appearing on DHC ’s website includes statements which constitute forward looking statements. These forward looking statements are based upon DHC ’s present intents, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur. DHC ’s actual results may differ materially from those contained in DHC ’s forward looking statements. The information contained in DHC ’s filings with the Securities and Exchange Commission, including under “Risk Factors" and “Warnings Concerning Forward Looking Statements” in DHC ’s periodic reports and other filings, identifies important factors that could cause DHC ’s actual results to differ materially from those stated in DHC ’s forward looking statements. DHC ’s filings with the SEC are available on the SEC’s website at www.sec.gov and are also accessible on DHC ’s website at the following link: SEC Filings. You should not place undue reliance upon forward looking statements.

The documents provided in this archived section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. Diversified Healthcare Trust does not undertake any obligation to update any information contained in these documents. For current information about the company, please refer to our most recent public SEC Filings.

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Cautionary Language

Please note that you are about to view content from a third party website. DHC does not by its inclusion imply its endorsement of or concurrence with the data provided on this website.

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Cautionary Statement Regarding Forward Looking Statements

The information appearing on Diversified Healthcare Trust’s (“DHC”) website contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, it is making forward-looking statements. These forward-looking statements are based upon DHC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by DHC’s forward-looking statements as a result of various factors. For example: (a) Office Properties Income Trust (“OPI”) and DHC have entered into a definitive merger agreement and the proposed merger is expected to close in the third quarter of 2023. However, the closing of the proposed merger is subject to the satisfaction or waiver of closing conditions, including DHC shareholder approval and the financing or any consents or approvals required or contemplated in connection with the proposed merger, some of which are beyond DHC’s control, and DHC cannot be sure that any or all of these conditions will be satisfied or waived. Accordingly, the proposed merger may not close on the contemplated terms or at all or it may be delayed; (b) DHC shareholders are expected to benefit from an annual dividend of $1.00 per share of the combined company. However, the Board of Trustees of the combined company will consider many factors when setting distribution rates, and thus future distribution rates may be increased or decreased and DHC cannot be sure as to the rate at which future distributions will be paid; (c) the transactions contemplated by the merger agreement and the terms thereof were evaluated, negotiated and recommended to DHC’s Board of Trustees by a special committee of DHC’s Board of Trustees, comprised solely of DHC’s disinterested, Independent Trustees, and were separately approved by DHC’s Independent Trustees and by DHC’s Board of Trustees. Despite this process, DHC could be subject to claims challenging the proposed merger or other transactions or DHC’s entry into the merger and related agreements because of the multiple relationships among DHC, OPI and The RMR Group LLC (“RMR”) and their related persons and entities or other reasons, and defending even meritless claims could be expensive and distracting to management; and (d) DHC’s website contains statements regarding the expectations for proposed merger and the combined company which may imply that the combined company will achieve its expected strategic and financial goals and the shareholders will benefit from the growth potential of the combined company. However, the combined company will be subject to various risks, including: the risk that the combined businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated; the risk that cost savings and synergies anticipated to be realized by the merger may not be fully realized or may take longer to realize than expected; risks related to future opportunities, plans and strategy for the combined company, including the uncertainty of expected future financial performance, expected access to cash flows and capital, timing of accretion, distribution rates and results of the combined company following completion of the proposed merger and the challenges facing the industries in which each company currently operates and the combined company will, following the closing of the transaction, operate; risks related to the market value of the OPI common shares of beneficial interest to be issued in the proposed merger; risks associated with indebtedness incurred in connection with the proposed merger, including the potential inability to access, or reduced access to, the capital markets or other capital resources or increased cost of borrowings, including as a result of a credit rating downgrade; risks associated with the level of capital expenditures of each company and the combined company following the proposed merger; and risks associated with the impact of general economic, political and market factors on the combined company. As a result, the combined company may not achieve the long-term growth and value creation for shareholder as expected.

The information contained in DHC's periodic reports filed with the Securities and Exchange Commission (the “SEC”), including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or incorporated therein, also identifies important factors that could cause DHC's actual results to differ materially from those stated in or implied by DHC's forward-looking statements. DHC's filings with the SEC are available on the SEC's website at www.sec.gov and are also accessible on DHC ’s website at the following link: SEC Filings.

You should not place undue reliance upon any forward-looking statements. Except as required by law, DHC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

The documents provided in this section are provided for historical purposes only. The information contained in each document is accurate only as of the date each document was originally issued or such earlier date stated in those documents. DHC does not undertake any obligation to update any information contained in these documents. For current information about DHC, please refer to DHC’s most recent public SEC Filings.

IMPORTANT ADDITIONAL INFORMATION ABOUT THE MERGER

The information appearing on DHC ’s website may be deemed to be solicitation material in respect of the proposed merger between DHC and OPI. In connection with the proposed merger, OPI filed a registration statement on Form S-4 with the SEC containing a joint proxy statement/prospectus of DHC and OPI. On July 21, 2023, the registration statement was declared effective by the SEC and DHC and OPI each filed with the SEC and commenced mailing to their respective shareholders the definitive joint proxy statement/prospectus. The proposed transaction involving DHC and OPI will be submitted to DHC’s and OPI’s shareholders for their consideration at special meetings of shareholders to be held on August 30, 2023. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT DHC, OPI AND THE MERGER. Investors are also able to obtain copies of the registration statement and the joint proxy statement/prospectus and other relevant documents (when they become available) free of charge at the SEC’s website (www.sec.gov). Additional copies of documents filed by DHC with the SEC may be obtained for free on DHC’s Investor Relations website at www.dhcreit.com/investors or by contacting the DHC Investor Relations department at 1-617-796-8234. In addition to the registration statement and the joint proxy statement/prospectus, DHC files annual, quarterly and current reports and other information with the SEC. DHC’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

NO OFFER OR SOLICITATION

The information appearing on DHC ’s website is for informational purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities or a solicitation of any vote or approval in any jurisdiction with respect to the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION

DHC and certain of its trustees and executive officers, OPI and certain of its trustees and executive officers, and RMR, the manager of DHC and OPI, and its parent and certain of their respective directors, officers and employees may be deemed to be participants in the solicitation of proxies from DHC’s and OPI’s shareholders in connection with the merger. Certain information regarding these trustees, executive officers, directors, officers and employees and a description of their direct and indirect interests are set forth in the registration statement and the joint proxy statement/prospectus filed with the SEC by DHC and/or OPI. Information about DHC’s trustees and executive officers is also included in the proxy statement for DHC’s 2023 annual meeting of shareholders, which was filed with the SEC on April 20, 2023. Information about OPI’s trustees and executive officers is included in the proxy statement for OPI’s 2023 annual meeting of shareholders, which was filed with the SEC on April 6, 2023. Copies of the foregoing documents may be obtained as provided above.

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October 02, 2006

SNH Leases Two Hospitals to Five Star

NEWTON, Mass.--Senior Housing Properties Trust (NYSE: SNH) today announced that its lease with Five Star Quality Care, Inc. (AMEX: FVE) for two rehabilitation hospitals in Braintree and Woburn, Massachusetts became effective on October 1, 2006. The lease requires Five Star to pay SNH monthly rent of $854,167/month ($10,250,000/year).

The two hospitals were acquired by SNH in early 2002 as part of a property exchange between SNH and HealthSouth Corporation (OTC BB: HLSH). The hospitals were then leased to HealthSouth. In October 2004, SNH terminated HealthSouth's lease because HealthSouth had failed to provide timely and accurate financial information as required by the lease. HealthSouth challenged the lease termination by suing SNH. In September 2005, a Massachusetts Court ruled that the lease termination was valid; and in January 2006 the Massachusetts Court ruled that HealthSouth should continue to operate the hospitals until a new tenant is licensed and HealthSouth should cooperate in the process of licensing a new tenant and transferring the operations. Shortly thereafter SNH entered a lease with Five Star to commence when Five Star is licensed. In August 2005, the Massachusetts Department of Public Health ruled that Five Star is qualified to operate the hospitals and in late September Five Star's licenses were granted.

HealthSouth has appealed the Massachusetts Court orders, but the Massachusetts Court and the Massachusetts Appeals Court have denied repeated requests by HealthSouth to stay or modify those orders. Although the transfer of the hospital operations to Five Star is now completed, SNH believes that HealthSouth has not properly accounted for the hospitals operations through September 30, 2006 and that HealthSouth's actions delayed the transfer process and made it more expensive than it should have been. Accordingly, SNH has brought and expects to bring litigation against HealthSouth for appropriate sanctions and to recover its costs, including attorneys fees. Also, in a separate action pending in a different Massachusetts Court SNH has sought to recover rents from HealthSouth for the period January 2002 through October 2004 because the rents historically paid by HealthSouth were set based upon HealthSouth's fraud; and that action remains pending at this time.

Senior Housing Properties Trust is a real estate investment trust, or REIT, that owns 196 healthcare and senior living properties located in 33 states. SNH is headquartered in Newton, Massachusetts.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THE FOREGOING PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH'S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND, IN FACT, MAY NOT OCCUR. FOR EXAMPLE:

  • THIS PRESS RELEASE STATES THAT SNH HAS OBTAINED COURT DECISIONS IN ITS FAVOR AND THAT HEALTHSOUTH'S REQUESTS TO STAY THOSE DECISIONS HAVE BEEN DENIED. THE IMPLICATION OF THESE STATEMENTS IS THAT HEALTHSOUTH'S APPEAL WILL NOT SUCCEED. THE DENIAL OF A STAY DOES NOT INSURE THAT AN APPEAL WILL FAIL. IN FACT, HEALTHSOUTH'S APPEAL MAY SUCCEED, ITS LEASE MAY BE REINSTATED OR IT MAY OBTAIN OTHER RELIEF OR DAMAGES WHICH WILL ADVERSELY AFFECT SNH.

  • THIS PRESS RELEASE STATES THAT SNH INTENDS TO SEEK SANCTIONS AND TO RECOVER COSTS BECAUSE SNH BELIEVES THAT HEALTHSOUTH HAS NOT PROPERLY ACCOUNTED FOR THE HOSPITALS AND THAT HEALTHSOUTH'S ACTIONS DELAYED THE TRANSFER OF THE HOSPITALS TO FIVE STAR. HEALTHSOUTH HAS DENIED SNH'S ALLEGATIONS AND IT IS UNCLEAR WHETHER SANCTIONS AND COSTS WILL BE AWARDED TO SNH FROM HEALTHSOUTH. MOREOVER, HEALTHSOUTH HAS LATE FILED RESTATED FINANCIAL INFORMATION AT THE SECURITIES AND EXCHANGE COMMISSION WHICH SHOWS ITS LIABILITIES GREATLY EXCEED ITS ASSETS. ACCORDINGLY, IF SNH IS AWARDED A FINANCIAL RECOVERY FROM HEALTHSOUTH, IT IS UNCLEAR IF HEALTHSOUTH CAN PAY THE AWARD.

  • - THIS PRESS RELEASE REFERENCES A CONTINUING LITIGATION BETWEEN SNH AND HEALTHSOUTH IN WHICH SNH IS SEEKING TO RECOVER RENT FROM JANUARY 2002 TO OCTOBER 2004. HEALTHSOUTH IS DEFENDING THIS LITIGATION AND HAS ASSERTED COUNTERCLAIMS AGAINST SNH. THE OUTCOME OF THIS SEPARATE LITIGATION IS UNCERTAIN.

  • LITIGATION IS EXPENSIVE. SINCE THE CURRENT DISPUTES BETWEEN SNH AND HEALTHSOUTH BEGAN TO BE LITIGATED, SNH HAS SPENT OVER $3.5 MILLION IN LITIGATION COSTS. SNH EXPECTS THAT THESE EXPENSES WILL CONTINUE AS LONG AS HEALTHSOUTH CONTINUES TO APPEAL OR CHALLENGE THE OUTSTANDING COURT ORDERS OR OTHERWISE TO IGNORE ITS LEGAL OBLIGATIONS. MOREOVER, SNH IS UNABLE TO PROVIDE ANY ASSURANCE AS TO WHEN THESE LITIGATIONS MAY END OR THE AMOUNTS OF FUTURE LITIGATION EXPENSES WHICH IT MAY INCUR. SNH HAS RECENTLY REQUESTED THAT THE COURT ORDER HEALTHSOUTH TO PAY SOME OF SNH'S LITIGATION COSTS. HEALTHSOUTH HAS OPPOSED THIS REQUEST AND SNH DOES NOT KNOW HOW THE COURT WILL RULE OR WHETHER HEALTHSOUTH WILL BE WILLING OR ABLE TO HONOR ANY AWARD WHICH MAY BE MADE.

FOR ALL OF THE FOREGOING REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS CONTAINED IN THIS PRESS RELEASE.

Senior Housing Properties Trust
Timothy A. Bonang
617-796-8149
Manager of Investor Relations
www.snhreit.com

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