Senior Housing Properties Trust Agrees to Purchase 48 Medical Office, Clinic and Biotech Laboratory Buildings for $565 Million

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.

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.

Senior Housing Properties Trust Agrees to Purchase 48 Medical Office, Clinic and Biotech Laboratory Buildings for $565 Million

NEWTON, Mass.--Senior Housing Properties Trust (NYSE: SNH) today announced that it has entered into a series of agreements to purchase 48 medical office, clinic and biotech laboratory buildings for $565 million. The characteristics of the properties to be acquired are as follows:

Number of Buildings:	48
Total Sq. Ft.:	2,186,278
No. of states (incl D.C) in which the properties are located:	12
Current avg. occupancy:	98.3%
No. of tennants:	370
Avg. remaining lease terms (weighted by rents):	6.7 years

SNH's aggregate capitalization rate for these transactions based on $44.5 million per year of net operating income currently available to SNH from these buildings, calculated according to generally accepted accounting principles, or GAAP, including straight line rents, is approximately 7.9%.

The seller of the properties is HRPT Properties Trust (NYSE: HRP). The purchases are scheduled to close in phases throughout the next 12 months.

The principal benefit to SNH from these acquisitions is that they diversify the company's type of properties, sources of revenues and tenants. For example, assuming the acquisitions of all 48 buildings had occurred on December 31, 2007, SNH's gross investments in medical office, clinic and biotech laboratory buildings would equal approximately 23% of the company's total gross investments, and rents from Five Star Quality Care, Inc., SNH's largest tenant, would be reduced from approximately 68% to 52% of total rents. A comparative description of SNH's owned portfolio of properties before and after the acquisitions announced today is provided as a supplement to this press release.

One of the agreements announced today also benefits SNH by removing a contractual restriction on investing in medical office, clinic and biotech laboratory buildings going forward. SNH was formerly a subsidiary of HRP and was spun off from HRP in 1999. At the time of the spin off, SNH and HRP entered an agreement which has prevented SNH from investing in medical properties in competition with HRP. This historical agreement has been amended to permit SNH, rather than HRP, to invest in medical office, clinic and biotech laboratory buildings in the future. As a result, SNH may be able to take advantage of current favorable market conditions to purchase similar buildings at attractive valuations and to further diversify the company's portfolio of properties.

SNH has also acquired a right of first refusal to purchase 45 additional buildings (approximately 4.6 million square feet) that are leased by HRP to tenants in medical related businesses which HRP will continue to own after these transactions.

SNH expects to initially fund these purchases with cash on hand, drawings under its revolving bank credit facility, and by assuming three mortgage debts totaling $11 million which encumber two properties. SNH expects to eventually fund the purchases with a mix of long term capital determined based upon market conditions. On a stand alone basis, SNH expects these transactions to be neutral to modestly accretive to funds from operations, or FFO, per share in the future.

Because both SNH and HRP are managed by Reit Management & Research LLC, or RMR, the purchase prices for the properties to be acquired by SNH were established by reference to an appraisal report by a nationally recognized real estate appraisal firm and the terms of the purchases were negotiated by special committees of the Boards of SNH and HRP composed solely of Independent Trustees representing each company. Also, the management fees payable by SNH to RMR with respect to the properties being acquired will be the same as the management fees that are currently being paid by HRP with respect to these properties and will not increase as a result of SNH's purchase prices being higher than HRP's historical cost of these properties.

Conference Call:

SNH is currently scheduled to host a conference call to discuss its first quarter 2008 results on Wednesday, May 7, 2008 at 1:00 p.m. Eastern Time. During this conference call, David Hegarty, President and Chief Operating Officer, and Rick Doyle, Chief Financial Officer, will also be available to discuss and answer questions regarding these transactions.

The conference call telephone number is 866-550-6338. Participants calling from outside the United States and Canada should dial 347-284-6930. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 4:00 p.m. Eastern Time, Wednesday, May 14, 2008. To hear the replay, dial 719-457-0820. The replay pass code is 4408781.

A live audio webcast of the conference call will also be available in a listen only mode on SNH's web site, which is located at www.snhreit.com. Participants wanting to access the webcast should visit the company's web site about five minutes before the call. The archived webcast will be available for replay on SNH's web site for about one week after the call.

Senior Housing Properties Trust is a real estate investment trust which owns independent and assisted living communities, nursing homes, rehabilitation hospitals and wellness centers throughout the United States. After the purchases announced today are completed, SNH will also begin to invest in medical office, clinic and biotech laboratory buildings. SNH is headquartered in Newton, MA.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS 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 CURRENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS, SOME OF WHICH ARE BEYOND SNH'S CONTROL. FOR EXAMPLE:

THIS PRESS RELEASE STATES THAT SNH HAS AGREED TO PURCHASE 48 MEDICAL OFFICE, CLINIC AND BIOTECH LABORATORY BUILDINGS FOR $565 MILLION AND THAT THESE SALES ARE EXPECTED TO BE COMPLETED DURING THE NEXT 12 MONTHS. IN FACT, SNH'S OBLIGATION TO COMPLETE THESE PURCHASES IS SUBJECT TO VARIOUS CONDITIONS TYPICAL OF COMMERCIAL REAL ESTATE PURCHASES, INCLUDING, WITH RESPECT TO CERTAIN PROPERTIES, OBTAINING CONSENTS FROM MORTGAGEES AND WAIVERS OF RIGHTS OF FIRST REFUSAL FROM TENANTS. ALSO, SNH HAS A FINANCING CONTIGENCY RELATING TO CERTAIN PROPERTIES. AS A RESULT OF ANY FAILURE OF THESE CONDITIONS, SOME OR ALL OF THE PROPERTIES MAY NOT BE PURCHASED, THE PURCHASE PRICES PAYABLE BY SNH MAY BE CHANGED OR SOME OF THESE PURCHASES MAY BE ACCELERATED OR DELAYED.
THIS PRESS RELEASE STATES THAT SNH'S PURCHASES OF THE BUILDINGS ON THE TERMS DESCRIBED MAY BE ACCRETIVE TO SNH'S FFO PER SHARE. WHETHER THESE TRANSACTIONS WILL BE ACCRETIVE TO SNH'S FFO PER SHARE WILL DEPEND UPON: SNH'S ABILITY TO MAINTAIN OR INCREASE THE OCCUPANCY AND RENTS AT THE PROPERTIES BEING PURCHASED; SNH'S ABILITY TO CONTROL THE OPERATING EXPENSES AT THESE PROPERTIES; AND SNH'S COSTS OF THE CAPITAL TO FUND THESE TRANSACTIONS. ALL OF THESE VARIABLES ARE LARGELY DEPENDENT UPON MARKET CONDITIONS WHICH ARE BEYOND SNH'S CONTROL. IN FACT, THESE TRANSACTIONS MAY NOT RESULT IN ACCRETION TO SNH'S FFO PER SHARE AND THEY MAY RESULT IN LOSSES AND DILUTION TO SNH'S FFO PER SHARE.
THIS PRESS RELEASE STATES THAT THESE TRANSACTIONS MAY PROVIDE SNH WITH AN ABILITY TO FURTHER DIVERSIFY ITS PROPERTY TYPES, SOURCES OF REVENUES AND TENANTS. SNH'S ABILITY TO MAKE ADDITIONAL INVESTMENTS IN MEDICAL OFFICE, CLINIC AND BIOTECH LABORATORY BUILDINGS IN THE FUTURE IS DEPENDENT ON, AMONG OTHER THINGS, REAL ESTATE AND CAPITAL MARKET CONDITIONS, AND SNH CAN PROVIDE NO ASSURANCE THAT IT WILL BE ABLE TO IDENTIFY SUCH PROPERTIES OR SUCCESSFULLY COMPLETE SUCH ACQUISITIONS.

OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD LOOKING STATEMENTS ARE DESCRIBED MORE FULLY UNDER "ITEM 1A. RISK FACTORS" IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON ANY FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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.

                                                As of December 31, 2007
                                              Actual           Pro Forma (1)
                                          ------------         -------------
--------------------------
Size and geographic diversity:                $1.9                  $2.5
                                             billion                billion 
                                           invested in            invested 
                                               250                  in 202
                                            properties           properties
                                            located in           located in
                                             35 states            32 states. 
                                          and Washington, DC.

Avg. remaining lease term based on rents:   10.7 years            10.3 years

Property type based on gross investment: 
     Assisted living                             29%                   22% 
     Independent living                          53%                   41%
     Skilled nursing facility                    11%                    9%
     Rehabilitation hospitals                     3%                    2%
     Wellness centers                             4%                    3%
     Medical office, clinic and  
          biotech laboratory buildings            --                    23%
                                            ------------        -------------
Total                                           100%                   100%

Tenant concentration based upon rents:
     Five Star Quality Care, Inc.                68%                    52%
     Other operators of assisted and
          independent living communities         29%                    22%
     Starmark Holdings/Wellbridge 
                     (wellness centers)           3%                     3%
     Medical office, clinic and biotech
          laboratory tenants                     --                     23%
                                            ------------         -------------
Total                                            100%                  100%
                                         -------------------------------------------

(1) Pro forma for the purchase of 48 medical office, clinic and biotech laboratory buildings for $565 million.

Senior Housing Properties Trust
Timothy A. Bonang
617-796-8234
Manager of Investor Relations
or
Katherine L. Johnston
617-796-8234
Investor Relations Analyst
www.snhreit.com

© Business Wire , 2008 - 05/06/2008 07:35 AM

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Cautionary Language

Cautionary Statement Regarding Forward Looking Statements

IMPORTANT ADDITIONAL INFORMATION ABOUT THE MERGER

NO OFFER OR SOLICITATION

PARTICIPANTS IN THE SOLICITATION

Senior Housing Properties Trust Agrees to Purchase 48 Medical Office, Clinic and Biotech Laboratory Buildings for $565 Million