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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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December 23, 2014

Senior Housing Properties Trust Agrees to Purchase 38 Senior Living Communities for $790 Million

High Quality, Private Pay Communities Further Diversify Tenants and Improve Portfolio

NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (NYSE:SNH) today announced that it has entered into an agreement with CNL Lifestyle Properties, Inc. to acquire 38 high quality senior living communities for approximately $790 million, including the assumption of debt. These 38 communities have 3,466 total living units, including 826 independent living units, 1,860 assisted living units, 744 memory care units and 36 skilled nursing beds. Historically, more than 95% of revenues at these 38 communities came from residents' private resources, and these combined 38 communities were approximately 93% occupied for the month of November 2014.

Eighteen of the 38 communities, with 1,847 living units, are currently leased to six senior living operators, none of which are currently SNH tenants. These 18 communities are located in 12 states: four in CA; two each in GA, WA and OR; and one each in AL, AZ, CO, FL, IN, MT, NC and RI. The combined lease coverage ratio for these 18 communities was in excess of 1.2x for the three months ended September 30, 2014, and all of the leases include annual minimum rent increases during the lease term. The weighted average (by rents) remaining lease term for the 18 leased properties as of January 1, 2015 will be 10.4 years.

The remaining 20 communities, with 1,619 living units, are currently managed by six senior living operators (including one manager who also leases), none of which are currently SNH managers. These 20 managed communities are located in six states: six in IL; five in GA; four in MO; three in AR; and one each in OR and NV. SNH intends to meet with the managers of these communities in the coming weeks to discuss SNH's plans for its ownership of these communities. These 20 communities are subject to agreements that are terminable upon the occurrence of certain conditions.

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

"We are very pleased to acquire such a high quality portfolio of private pay senior living communities. In 2014, SNH has made great strides towards diversifying its tenants and upgrading the quality of its portfolio. Upon closing of both the acquisition of these 38 communities as well as our previously announced acquisition of 23 medical office buildings, approximately 56% of SNH's consolidated net operating income will come from senior living properties and approximately 44% will come from medical office buildings; in addition, rents from our largest tenant, Five Star, will account for less than 20% of our annualized revenues."

The capitalization rate for the acquisition of the 38 senior living communities from CNL Lifestyle Properties is expected to be in excess of 7% per annum based on 2015 estimated GAAP net operating income. This transaction is expected to close during the second quarter of 2015, subject to customary closing conditions, including required regulatory approvals.

SNH currently expects to assume approximately $153 million of mortgage debt on certain of the 38 senior living communities to be acquired from CNL Lifestyle Properties at an average interest rate of 4.8% per annum. Simultaneous with entering the agreement to acquire these properties, SNH received a bridge loan commitment for up to $700 million from Wells Fargo Bank, N.A. and Citigroup Global Markets Inc. In addition to the bridge loan, SNH maintains a $750 million unsecured revolving credit facility that is currently substantially undrawn. As a result, SNH expects to have more than enough liquidity to close on both the previously announced acquisition of 23 medical office buildings for approximately $539 million (including the assumption of approximately $30 million of mortgage debt), which is expected to close in the first quarter of 2015, and the acquisition of these 38 senior living communities in the second quarter of 2015. On a longer term basis, SNH expects to finance both these acquisitions with an appropriate mix of equity and debt capital, depending on the cost of such financings and future market conditions.

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

WARNING CONCERNING 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 PRESENT 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 38 SENIOR LIVING COMMUNITIES FOR APPROXIMATELY $790 MILLION AND THAT SNH EXPECTS THIS TRANSACTION TO CLOSE DURING THE SECOND QUARTER OF 2015. THE CLOSING OF THIS PURCHASE IS SUBJECT TO VARIOUS CONDITIONS. THESE CONDITIONS MAY NOT BE SATISFIED AND THE ACQUISITION OF 38 SENIOR LIVING COMMUNITIES MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS MAY CHANGE.
  • THIS PRESS RELEASE STATES THAT SNH'S ACQUISITION OF 23 MEDICAL OFFICE BUILDINGS IS EXPECTED TO CLOSE IN THE FIRST QUARTER OF 2015. THE ACQUISITION OF THESE 23 MEDICAL OFFICE BUILDINGS IS CONTINGENT UPON THE ACQUISITION OF COLE CORPORATE INCOME TRUST BY SELECT INCOME REIT. THE CLOSING OF THIS ACQUISITION BY SELECT INCOME REIT IS SUBJECT TO VARIOUS TERMS AND CONDITIONS, INCLUDING OBTAINING SHAREHOLDER APPROVALS. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT SNH'S ACQUISITION OF 23 MEDICAL OFFICE BUILDINGS WILL BE COMPLETED, THAT IT WILL NOT BE DELAYED OR THAT ITS TERMS WILL NOT CHANGE.
  • THIS PRESS RELEASE QUOTES DAVID HEGARTY AS SAYING THAT AFTER BOTH THE ACQUISITION OF 38 SENIOR LIVING COMMUNITIES AND 23 MEDICAL OFFICE BUILDINGS, APPROXIMATELY 56% OF SNH'S CONSOLIDATED NET OPERATING INCOME WILL COME FROM SENIOR LIVING PROPERTIES AND 44% WILL COME FROM MEDICAL OFFICE BUILDINGS; IN ADDITION, LESS THAN 20% OF ANNUALIZED REVENUES WILL COME FROM FIVE STAR RENTS. THE ACTUAL PERCENTAGE BREAKDOWN OF CONSOLIDATED NET OPERATING INCOME BETWEEN SENIOR LIVING PROPERTIES AND MEDICAL OFFICE BUILDINGS MAY BE DIFFERENT THAN THE STATED PERCENTAGES IN THE FUTURE. IN ADDITION, THE ACTUAL PERCENTAGE OF ANNUALIZED REVENUES RECEIVED FROM FIVE STAR RENTS MAY BE DIFFERENT THAN STATED IN THE FUTURE.
  • THIS PRESS RELEASE STATES THAT THE EXPECTED CAPITALIZATION RATE FOR THE ACQUISITION OF 38 SENIOR LIVING COMMUNITIES FROM CNL LIFESTYLE PROPERTIES IS EXPECTED TO BE IN EXCESS OF 7% PER ANNUM. THIS CAPITALIZATION RATE IS BASED ON THE CONTRACTUAL OBLIGATIONS EXPECTED TO BE REALIZED FROM EXISTING TENANTS AND MANAGERS AT THESE 38 COMMUNITIES FOR THE FISCAL YEAR 2015 IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPALS, OR GAAP. BECAUSE THIS CALCULATION IS BASED IN PART UPON ESTIMATES, THE ACTUAL CAPITALIZATION RATE WHICH SNH REALIZES MAY BE MORE OR LESS THAN 7% PER ANNUM.
  • THIS PRESS RELEASE STATES THAT SNH CURRENTLY EXPECTS TO ASSUME APPROXIMATELY $153 MILLION OF MORTGAGE DEBT ON CERTAIN OF THE SENIOR LIVING COMMUNITIES TO BE ACQUIRED. SNH'S ASSUMPTION OF THE $153 MILLION OF MORTGAGES WILL REQUIRE THE APPROVAL OF THE MORTGAGEES WHICH MAY NOT BE OBTAINED.
  • THIS PRESS RELEASE STATES THAT SNH RECEIVED A BRIDGE LOAN COMMITMENT FOR UP TO $700 MILLION, THAT SNH HAS A $750 MILLION UNSECURED REVOLVING CREDIT FACILITY WHICH IS CURRENTLY SUBSTANTIALLY UNDRAWN, AND THAT CONSEQUENTLY SNH EXPECTS TO HAVE MORE THAN ENOUGH LIQUIDITY TO CLOSE BOTH THE ACQUISITION OF 23 MEDICAL OFFICE BUILDINGS AND 38 SENIOR LIVING COMMUNITIES. BOTH THE COMMITMENT FOR THE BRIDGE LOAN AND THE TERMS OF SNH'S EXISTING UNSECURED REVOLVING CREDIT FACILITY ARE SUBJECT TO VARIOUS CONDITIONS AND THERE CAN BE NO ASSURANCE THAT ALL THE CONDITIONS WILL BE SATISFIED OR THAT THE BRIDGE LOAN AND UNSECURED CREDIT FACILITY WILL BE AVAILABLE TO SNH TIMELY OR AT ALL. IF THE BRIDGE LOAN AND/OR UNSECURED CREDIT FACILITY ARE NOT AVAILABLE TO SNH FOR ANY REASON, SNH MAY BE FORCED TO OBTAIN ALTERNATE FINANCING WHICH MAY BE ON TERMS AND CONDITIONS THAT ARE LESS FAVORABLE TO IT THAN THOSE UNDER THE BRIDGE LOAN AND/OR THE UNSECURED CREDIT FACILITY.
  • THIS PRESS RELEASE STATES THAT SNH EXPECTS TO LONG TERM FINANCE THE ACQUISITIONS OF THE 23 MEDICAL OFFICE BUILDINGS AND THE 38 SENIOR LIVING COMMUNITIES WITH AN APPROPRIATE MIX OF EQUITY AND DEBT CAPITAL. THE ACTUAL MIX OF EQUITY AND DEBT FINANCING WILL DEPEND ON THE AVAILABILITY AND COST OF SUCH FINANCING, AND FOR THIS REASON, OR IN SNH'S DISCRETION, THE FINAL MIX OF FINANCING MAY BE DIFFERENT FROM CURRENT EXPECTATIONS.

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 LAW, WE DO NOT INTEND TO UPDATE OR CHANGE 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.

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

Source: Senior Housing Properties Trust

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