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.

OK
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.

OK

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.

OK
View all Press Releases
September 02, 2014

Senior Housing Properties Trust Agrees to Purchase 23 Medical Office Buildings for $539 Million

Class A, 100% Occupied MOB Portfolio Leased for an Average (by rents) of 9.5 Years

72% of Rents from Investment Grade Rated Tenants

Acquisition Significantly Improves Portfolio Quality and Diversification


NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (NYSE:SNH) today announced that it has agreed to acquire 23 Class A medical office buildings, or MOBs, for a purchase price of approximately $539 million. The 23 properties contain approximately 2.2 million square feet and are located in 12 states. The properties are currently 100% occupied for a weighted average term (by rents) of 9.5 years, with no scheduled lease expiration before December 31, 2018. Seventy-two percent (72%) of the rents are payable by tenants with investment grade credit ratings and certain other tenants that are believed to have strong credit qualities but are unrated. Following is a link to representative properties: http://reports.snhreit.com/2014/CCIT Property Photos.pdf.

David Hegarty, President and Chief Operating Officer of SNH, made the following statement about this acquisition:

"The acquisition of this Class A MOB portfolio fits squarely within SNH's stated strategy to continuously diversify and strengthen its healthcare assets. The large majority of these MOBs are recently built, Class A properties, and the average age of the portfolio is just 10 years."

Below are schedules showing additional details of the 23 properties to be acquired and pro forma presentations of SNH's portfolio diversification of properties and rent sources after this acquisition.

SNH currently expects to assume approximately $30 million of mortgage debt on two of the MOBs to be acquired and to fund the balance of the purchase price using cash on hand and drawings under its unsecured revolving bank credit facility. On a longer term basis, SNH expects to finance this acquisition with an appropriate mix of debt and equity capital, depending on the cost of such financings and future market conditions. The acquisition GAAP capitalization rate is expected to be approximately 6.4%.

The 23 properties will be purchased in connection with the purchase by Select Income REIT (NYSE: SIR) of Cole Corporate Income Trust ("CCIT"), a publicly owned unlisted REIT, which was announced earlier today. SNH's acquisition of the 23 properties is contingent upon the completion of SIR's acquisition of CCIT. The acquisition by SIR of CCIT is subject to various conditions, including approval by both SIR and CCIT shareholders. SNH currently expects that it will close during the first calendar quarter of 2015. Both SIR and SNH are managed by Reit Management & Research LLC. Because of the relationships between SIR and SNH, the Board engaged an unaffiliated third-party to provide ranges of capitalization rates for similar real estate portfolios which were considered by the Board, among other things, in determining the price to be paid for the properties to be acquired, the terms of SNH's purchase were approved by trustees of each of SNH and SIR who are not also trustees of the other party, and each of SNH and SIR were represented by separate counsel.

Senior Housing Properties Trust is a real estate investment trust, or REIT, which owns independent and assisted living communities, medical office buildings, nursing homes and wellness centers throughout the United States. SNH is headquartered in Newton, MA.

SCHEDULE #1: ADDITIONAL INFORMATION ABOUT THE 23 PROPERTIES SNH HAS AGREED TO ACQUIRE

Location by
State

No. of
Properties

Leased Sq.
Ft.

Principal Tenants

Arizona 2 181,991 CVS Caremark; C.R. Bard
California 2 288,097 SkinMedica; Advanced Bionics
Georgia 1 93,963 Lonza America
Illinois 1 48,911 GN Store Nord
Louisiana 6 40,575 Fresenius Medical Care
Massachusetts 1 49,250 Harvard Vanguard Healthcare
Missouri 2 452,165 Magellan Health; Express Scripts
North Carolina 1 126,225 Duke University Health Systems
New Jersey 1 205,439 Sanofi-Aventis
Pennsylvania 1 30,408 Holy Spirit Hospital
Texas 4 262,616 HCA; TX Health Presbyterian; Medtronic; DaVita Dialysis
Virginia 1 450,163 McKesson
12 states 23 2,169,803

SCHEDULE #2: SNH PRO FORMA PORTFOLIO DIVERSIFICATION(1)

Type of Property

No. of
Properties /
Locations

Square Feet /
Living Units / Beds

Tenants / Lease
Terms

Annualized
Rental
Income(2)

Percent of
Annualized
Rental
Income(2)

Healthcare related offices, clinics, biotech research, etc. 121 properties in 28 states and D.C. Approx. 11,313,000 sq. ft. Approx. 630 tenants for a weighted average (by rents) of 8.6 years $340,720 51%
Independent and assisted living and skilled nursing beds leased to Five Star Quality Care, Inc. 184 properties in 28 states 20,250 living units / beds Four combination leases to Five Star Quality Care, Inc., leased to 2024, 2026, 2028 and 2032 $196,505 30%
Independent and assisted living communities and skilled nursing beds leased to SNH taxable REIT subsidiaries. 44 properties in 17 states 7,051 living units / beds N/A $73,660 11%(3)
Independent living and assisted living communities and skilled nursing beds leased to Sunrise Senior Living, Inc. 4 properties in 3 states 1,619 living units / beds Four leases to Sunrise Senior Living, Inc. guaranteed by Marriott International, Inc. Leased to 2018 $14,602 2%
Independent and assisted living units and skilled nursing beds. 12 properties in 7 states 1,620 living units / beds Eight leases to six private companies. Lease terms expiring between 2015 and 2030 $10,712 2%
Assisted living communities leased to Brookdale Senior Living, Inc. 18 properties in 10 states 894 living units One lease to Brookdale Senior Living, Inc. Leased to 2017 $9,230 1%
Wellness Centers 10 properties in 8 states Approx. 812,000 sq. ft. plus 86.4 acres for outdoor tennis courts, pools, etc. 4 leases to Life Time Fitness, Inc. and Starmark Holdings/Wellbridge expiring between 2023 and 2028 $17,536 3%
Totals 393 properties in 39 states and D.C. Approx. 11,313,000 sq. ft. of MOBS; 10,865 IL Units, 13,842 AL Units, 6,727 SNF beds; approx. 812,000 sq. ft. and 86.4 acres of wellness facilities Approx. 650 tenants with a weighted average (by rents) lease term of 10.6 years $662,965 100%
(1) Portfolio composition as of June 30, 2014, pro forma adjusted for the pending acquisition of the CCIT MOBs. Excludes properties classified in discontinued operations.
(2) Annualized rental income is rents pursuant to existing leases as of June 30, 2014, includes estimated percentage rents, straight line rent adjustments, estimated recurring expense reimbursements for certain net and modified gross leases and excludes lease value amortization at certain of the MOBs and wellness centers; and includes net operating income (three months ended June 30, 2014, annualized) from our managed senior living communities.
(3) For purposes of calculating the percentage of annualized rental income, the net operating income (three months ended June 30, 2014 annualized) from managed properties leased by SNH to its taxable REIT subsidiaries is treated as rental income.

SCHEDULE #3: SNH PRO FORMA DIVERSIFICATION: RENTAL INCOME FROM TENANTS PROVIDING 1% OR
MORE OF MOB RENTS(1)

Tenant Name

Approx. Annual
Rental Income

Percent of
Annualized MOB
Rental Income(4)

Percent of Total
Annualized SNH
Rental Income(5)

Vertex Pharmaceuticals $ 84,787,000 25 % 12.8 %
Aurora Health Care 16,896,000 5 % 2.6 %
Cedars-Sinai Medical Center 11,638,000 3 % 1.8 %
The Scripps Research Institute 10,164,000 3 % 1.5 %
Reliant Medical Group 7,661,000 3 % 1.1 %
HCA Holdings(2) 7,563,000 3 % 1.1 %
Sanofi-Aventis(3) 5,208,000 2 % 0.8 %
Tokio Marine Holdings 4,765,000 2 % 0.7 %
Covidien 4,666,000 1 % 0.7 %
AbbVie 4,471,000 1 % 0.7 %
Children's Hospital of Boston 4,298,000 1 % 0.7 %
Magellan Health(3) 4,205,000 1 % 0.6 %
Advanced Bionics(3) 4,160,000 1 % 0.6 %
Emory University Healthcare 4,108,000 1 % 0.6 %
Seattle Genetics 3,958,000 1 % 0.6 %
Health Insurance Plan of GNY 3,916,000 1 % 0.6 %
Express Scripts(3) 3,912,000 1 % 0.6 %
PerkinElmer 3,681,000 1 % 0.6 %
Duke University Health System(3) 3,478,000 1 % 0.5 %
Boston Scientific Corp. 3,468,000 1 % 0.5 %
Medtronic(3) 3,466,000 1 % 0.5 %
All other MOB tenants $ 140,251,000 41 % 21 %
MOB Subtotal $ 340,720,000 100 % 51 %
Senior Living & Wellness Centers $ 322,245,000 N/A 49 %
Total SNH Rental Income $ 662,965,000 N/A 100 %
(1) Portfolio composition as of June 30, 2014, pro forma adjusted for the pending acquisition of the CCIT MOBs.
(2) Denotes both a tenant of SNH and CCIT.
(3) Denotes a tenant of the CCIT MOBs.
(4) Annualized MOB rental income is rents pursuant to existing leases of SNH's MOBs as of June 30, 2014, includes estimated percentage rents, straight line rent adjustments, estimated recurring expense reimbursements for certain net and modified gross leases and excludes lease value amortization at certain of the MOBs.
(5) Annualized rental income is rents pursuant to all of SNH's existing leases as of June 30, 2014, includes estimated percentage rents, straight line rent adjustments, estimated recurring expense reimbursements for certain net and modified gross leases and excludes lease value amortization at certain of the MOBs and wellness centers. For purposes of calculating the percentage of SNH total annualized rents, the net operating income (three months ended June 30, 2014, annualized) realized from managed properties leased by SNH to its taxable REIT subsidiaries is treated as rental income.

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 OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH'S CURRENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS BEYOND SNH'S CONTROL. FOR EXAMPLE:

  • THIS PRESS RELEASE STATES THAT SNH HAS AGREED TO ACQUIRE 23 MOB PROPERTIES FOR APPROXIMATELY $539 MILLION AND THAT THIS ACQUISITION IS EXPECTED TO CLOSE DURING THE FIRST CALENDAR QUARTER OF 2015. THE IMPLICATION OF THESE STATEMENTS IS THAT SNH WILL ACQUIRE THESE PROPERTIES. HOWEVER, AS NOTED ABOVE, SNH'S PURCHASE IS CONTINGENT UPON THE PURCHASE BY SIR OF CCIT, AND SIR'S PURCHASE OF CCIT IS ITSELF CONTINGENT UPON APPROVALS FROM THE SHAREHOLDERS OF SIR AND CCIT AND OTHER CONDITIONS AND CONTINGENCIES. ACCORDINGLY, WE CAN PROVIDE NO ASSURANCE THAT OUR ACQUISITION OF THE 23 PROPERTIES FROM SIR WILL BE CONSUMMATED, THAT IT WILL NOT BE DELAYED OR THAT ITS TERMS WILL NOT CHANGE.
  • THIS PRESS RELEASE STATES THAT SNH CURRENTLY EXPECTS TO ASSUME APPROXIMATELY $30 MILLION OF MORTGAGE DEBT ON TWO OF THE MOBS TO BE ACQUIRED AND TO FUND THE BALANCE OF THE PURCHASE PRICE USING CASH ON HAND AND DRAWINGS UNDER ITS UNSECURED REVOLVING BANK CREDIT FACILITY. SNH'S ASSUMPTION OF THE $30 MILLION OF MORTGAGES WILL REQUIRE THE APPROVAL OF THE MORTGAGEES WHICH MAY NOT BE OBTAINED. ALSO, ALTHOUGH SNH CURRENTLY HAS CASH ON HAND AND THE FULL $750 MILLION AVAILABLE FOR DRAWINGS UNDER ITS UNSECURED REVOLVING BANK CREDIT FACILITIES, THE AMOUNTS OF CASH AND AVAILABLE DRAWINGS MAY BE LESS THAN REQUIRED TO CLOSE WHEN SNH'S PURCHASE OF THE 23 MOBS OCCURS. FOR THIS REASON OR IN SNH'S DISCRETION, SNH MAY FUND THIS ACQUISITION BY OTHER MEANS.
  • THIS PRESS RELEASE STATES THAT SNH EXPECTS TO LONG TERM FINANCE THE ACQUISITION WITH AN APPROPRIATE MIX OF DEBT AND EQUITY CAPITAL. THE ACTUAL MIX OF DEBT AND EQUITY FINANCING WILL DEPEND ON THE AVAILABILITY AND COST OF SUCH FINANCING, AND THE FINAL MIX OF FINANCING MAY BE DIFFERENT FROM CURRENT EXPECTATIONS.
  • THIS PRESS RELEASE INCLUDES SNH'S EXPECTED ACQUISITION GAAP CAPITALIZATION RATE FOR THE 23 CCIT PROPERTIES TO BE ACQUIRED BY SNH. THIS RATE IS CALCULATED AS THE AVERAGE CONTRACTUAL RENTS EXPECTED TO BE RECEIVED FROM EXISTING TENANTS AT THESE PROPERTIES STARTING JANUARY 1, 2015, FOR THE REMAINING LEASE TERMS AS DETERMINED AND REPORTABLE IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPALS, OR GAAP, LESS ESTIMATED PROPERTY LEVEL EXPENSES EXPECTED TO BE INCURRED BY SNH PLUS ESTIMATED TENANT EXPENSE REIMBURSEMENTS EXPECTED TO BE PAID TO SNH BY THESE TENANTS. BECAUSE THIS CALCULATION IS BASED IN PART UPON ESTIMATES, IT MAY BE MISTAKEN AND THE GAAP CAPITALIZATION RATE WHICH SNH REALIZES MAY DIFFER FROM THE AMOUNT STATED AND THIS DIFFERENCE MAY BE MATERIAL.

THE INFORMATION CONTAINED IN SNH'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION "RISK FACTORS" IN SNH'S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM SNH'S FORWARD LOOKING STATEMENTS. SNH'S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV.

FOR THESE AND OTHER REASONS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

EXCEPT AS REQUIRED BY APPLICABLE LAW, SNH DOES NOT INTEND TO UNDERTAKE ANY OBLIGATION TO UPDATE THE FORWARD LOOKING STATEMENTS IN THIS RELEASE AS A RESULT OF NEW INFORMATION WHICH MAY COME TO SNH'S ATTENTION, 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.

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


Source: Senior Housing Properties Trust

News Provided by Acquire Media

View all Press Releases
U.S Green Building Council Energy Star Partner      Green Lease Leaders