RMR Managed REITs Acquire Approximately Half of RMR Management Company

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.

RMR Managed REITs Acquire Approximately Half of RMR Management Company

REITs Agree to Distribute Ownership of RMR Management Company to Their Shareholders; RMR Agrees to Seek Listing on National Stock Exchange; RMR Management Agreements Amended and Extended for 20 Year Terms

Further Aligns Interests of RMR Management, REITs and REITs' Shareholders; Provides Greater Transparency into RMR Management; REITs Continue to Benefit from Low Cost Management Structure

NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (NYSE:SNH), Hospitality Properties Trust (NYSE:HPT), Select Income REIT (NYSE:SIR) and Government Properties Income Trust (NYSE:GOV) (each a "REIT" and, collectively, the "REITs") today announced that they have acquired combined economic ownership of approximately half of Reit Management & Research LLC ("RMR"). Each of the REITs is managed by RMR and, simultaneously with the REITs' acquisition of ownership in RMR, the management agreements with RMR were amended and extended for 20 year terms. The REITs' ownership in RMR is held indirectly through a new holding company of RMR ("RMR INC"). Pursuant to the agreements entered for this transaction, the REITs have agreed to distribute approximately half of the RMR INC shares held by them to their shareholders as a special dividend, and RMR INC has agreed to facilitate this by filing a registration statement with the Securities and Exchange Commission (the "SEC") to register the RMR INC shares to be distributed and by seeking a listing of those shares on a national stock exchange upon the registration statement being declared effective by the SEC.

The purchase price paid by each REIT for its respective ownership in RMR INC was paid to the historical owners of RMR by delivery of restricted common shares of each REIT, which are subject to 10 year lock up agreements and which were valued at the volume weighted average trading prices for each REITs' common shares during the 20 trading days prior to the acquisition, and cash as follows:


	Number of	Value of
	Restricted REIT	Restricted REIT
($ in millions)	Common Shares	Common Shares		Cash		Total
SNH	2,345,000	$	46.8	$	14.0	$	60.8
HPT	1,490,000	$	45.2	$	12.6	$	57.8
SIR	880,000	$	20.6	$	15.9	$	36.5
GOV	700,000	$	13.8	$	3.9	$	17.7
Total		$	126.4	$	46.4	$	172.8

As a result of these transactions, the REITs' economic ownership in RMR is as follows:


Shareholder			Economic Ownership in RMR
SNH			17.0%
HPT			16.2%
SIR			10.2%
GOV			5.0%
Subtotal REITs			48.4%
Historical Owners of RMR			51.6%
Total			100.0%

It is expected that upon completion of the anticipated distribution of RMR INC shares to the REITs' shareholders and listing of those shares, approximately 24.2% economic ownership in RMR will be publicly traded. The remaining RMR INC shares held by the REITs which are not distributed to the REITs' shareholders will be unregistered, but these RMR INC shares will not be subject to any lock up provisions and the REITs will have certain registration rights for the RMR INC shares that they retain.

In addition to the value of the RMR INC shares distributed to the REITs' shareholders, the expected benefits of these transactions to the REITs' shareholders include:

Further alignment of interests among RMR management, the REITs and the REITs' shareholders because the REITs and their shareholders own RMR INC shares.
Further alignment of interests among RMR management, the REITs and the REITs' shareholders because the historical owners of RMR have become owners of a significant number of restricted shares of each of the REITs and those shares are subject to 10 year lock up agreements.
Providing greater transparency for the REITs' shareholders into RMR management, including RMR's financial and operating results.
The REITs will continue to benefit from low general and administrative costs which RMR management provides to each REIT.

As of March 31, 2015, RMR had total real estate assets under management of approximately $22 billion, and the total management fee revenues of RMR were approximately $200 million for the twelve months ended March 31, 2015. As of March 31, 2015, RMR managed over 1,000 properties, located in 48 states, Washington, DC, Puerto Rico, Canada and Australia. RMR currently has approximately 400 employees in 25 offices located throughout the United States.

In addition to managing the REITs, RMR provides management services to other publicly traded and private businesses, including: TravelCenters of America, LLC (NYSE: TA), an operator of travel centers along the U.S. Interstate Highway System, some of which are owned by HPT; Five Star Quality Care, Inc. (NYSE: FVE), an operator of senior living communities, some of which are owned by SNH; Sonesta International Hotels Corporation ("Sonesta"), a privately owned manager and franchisor of hotels in the U.S., Latin America, and the Middle East, some of which are owned by HPT; as well as other privately held businesses. Also, a subsidiary of RMR, RMR Advisors LLC ("Advisors"), is a SEC registered investment advisor that manages a mutual fund which invests in securities of unaffiliated real estate companies, RMR Real Estate Income Fund (NYSE MKT: RIF). As RMR INC shareholders, the REITs and their shareholders will benefit from these agreements, as well as from the extended RMR management agreements with the REITs and any new business RMR may successfully undertake in the future.

The transactions announced today were accomplished by means of a so called "UP-C" transaction structure pursuant to which the historical owners of RMR have retained 10:1 voting rights in RMR INC so long as they do not sell their ownership interests in RMR to unrelated third parties. The details of RMR's historical financial performance and other information about the transactions described in this press release will be set forth in a registration statement to be filed by RMR INC with the SEC. The REITs currently expect to distribute the RMR INC shares to their shareholders before year end 2015.

Morgan Stanley & Co. LLC acted as financial advisor to a Joint Special Committee of Independent Trustees of the REITs in connection with the transactions described in this press release. In addition: Centerview Partners LLC acted as financial advisor to a Special Committee of SNH's Independent Trustees; Houlihan Lokey Capital, Inc. acted as financial advisor to a Special Committee of HPT's Independent Trustees; FBR Capital Markets & Co. acted as financial advisor to a Special Committee of SIR's Independent Trustees; and Reynolds Advisory Partners, LLC acted as financial advisor to a Special Committee of GOV's Independent Trustees.

SNH is a REIT which owns senior living communities, medical office and biotech research properties and other healthcare related real estate located in 39 states and Washington DC. HPT is a REIT which owns a diverse portfolio of hotels and travel centers located in 44 states, Puerto Rico and Canada. SIR is a REIT which owns properties that are primarily net leased to single tenants located throughout the United States as well as leased lands on the Island of Oahu, HI. GOV is a REIT which owns properties primarily leased to the U.S. Government, the United Nations and various state governments located throughout the United States. SNH, HPT, SIR and GOV are headquartered in Newton, MA.

WARNING REGARDING 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. ALSO, WHENEVER THE REITS USE WORDS SUCH AS BELIEVE, EXPECT, INTEND, ANTICIPATE OR SIMILAR EXPRESSIONS, THEY ARE MAKING FORWARD LOOKING STATEMENTS. THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON THE REITS' CURRENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND THE REITS' CONTROL. FOR EXAMPLE:

THIS PRESS RELEASE STATES: THE PURCHASE PRICE PAID BY EACH REIT FOR ITS OWNERSHIP IN RMR INC (AND ITS ECONOMIC OWNERSHIP IN RMR); THAT MORGAN STANLEY & CO. LLC ACTED AS FINANCIAL ADVISORS TO A JOINT SPECIAL COMMITTEE OF THE REITS' INDEPENDENT TRUSTEES; AND THAT OTHER INVESTMENT BANKS ACTED AS FINANCIAL ADVISORS TO SPECIAL COMMITTEES OF EACH REIT. AN IMPLICATION OF THESE STATEMENTS MAY BE THAT ANY RMR INC SHARES TO BE DISTRIBUTED TO THE REITS' SHAREHOLDERS WILL HAVE MARKET VALUE AT LEAST EQUAL TO THE VALUE PAID BY THE REITS FOR THOSE SHARES. IN FACT, THE VALUE OF THE RMR INC SHARES MAY BE DIFFERENT FROM THE PRICES PAID BY THE REITS. THE MARKET VALUE OF RMR INC SHARES WILL DEPEND UPON VARIOUS FACTORS, INCLUDING SOME THAT ARE BEYOND THE REITS' CONTROL, SUCH AS MARKET CONDITIONS GENERALLY AT THE TIME THE RMR INC SHARES ARE AVAILABLE FOR TRADING. THERE CAN BE NO ASSURANCE PROVIDED REGARDING THE PRICE AT WHICH RMR INC SHARES WILL TRADE IF AND WHEN THEY ARE DISTRIBUTED AND LISTED.
THIS PRESS RELEASE STATES THAT THE MANAGEMENT AGREEMENTS BETWEEN THE REITS AND RMR HAVE BEEN AMENDED AND EXTENDED FOR 20 YEAR TERMS. IN FACT, EACH MANAGEMENT AGREEMENT INCLUDES TERMS WHICH PERMIT EARLY TERMINATION IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THESE AGREEMENTS WILL REMAIN IN EFFECT FOR 20 YEARS OR FOR SHORTER OR LONGER TERMS.
THIS PRESS RELEASE STATES THAT THE TOTAL REAL ESTATE ASSETS UNDER MANAGEMENT OF RMR WAS APPROXIMATELY $22 BILLION AS OF MARCH 31, 2015 AND THAT MANAGEMENT FEE REVENUES OF RMR WERE APPROXIMATELY $200 MILLION FOR THE TWELVE MONTHS ENDED MARCH 31, 2015. AN IMPLICATION OF THESE STATEMENTS MAY BE THAT RMR'S REAL ESTATE ASSETS UNDER MANAGEMENT AND REVENUES WILL CONTINUE AT THESE LEVELS OR EVEN INCREASE IN THE FUTURE. IN FACT, THE REAL ESTATE ASSETS UNDER MANAGEMENT AND THE MANAGEMENT FEES WHICH RMR EARNS ARE BASED UPON RMR'S CURRENT MANAGEMENT AGREEMENTS AND, AS NOTED ABOVE AND BELOW, RMR'S CURRENT MANAGEMENT AGREEMENTS MAY BE TERMINATED. FURTHERMORE, THE MANAGEMENT FEES WHICH RMR EARNS ARE BASED UPON FORMULAS IN EACH AGREEMENT WHICH MAY CAUSE THOSE FEES TO DECLINE. ALSO, THERE CAN BE NO ASSURANCE THAT RMR WILL SUCCEED IN UNDERTAKING NEW BUSINESS ACTIVITIES IN THE FUTURE. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT RMR'S REAL ESTATE ASSETS UNDER MANAGEMENT AND REVENUES WILL INCREASE, AND RMR'S REAL ESTATE ASSETS UNDER MANAGEMENT AND REVENUES MAY DECLINE IN THE FUTURE.
THIS PRESS RELEASE REFERENCES THE FACTS THAT RMR AND ITS SUBSIDIARY, ADVISORS, HAVE MANAGEMENT AGREEMENTS WITH BUSINESSES OTHER THAN THE REITS, INCLUDING TA, FVE, SONESTA, RIF AND OTHERS, UNDER WHICH RMR ALSO RECEIVES MANAGEMENT FEES. IN FACT, RMR'S AND ADVISORS' CONTRACTS WITH TA, FVE, SONESTA, RIF AND OTHERS HAVE ONE YEAR TERMS, RENEWABLE ANNUALLY, AND ARE TERMINABLE IN CERTAIN CIRCUMSTANCES. THERE CAN BE NO ASSURANCE THAT RMR WILL CONTINUE TO RECEIVE MANAGEMENT FEES FROM THESE RMR MANAGEMENT AGREEMENTS IN THE FUTURE.
THIS PRESS RELEASE STATES THAT THE REITS CURRENTLY EXPECT THAT RMR INC SHARES WILL BE DISTRIBUTED TO THE REITS' SHAREHOLDERS BEFORE YEAR END 2015. THE PROCESS OF PREPARING A REGISTRATION STATEMENT WILL REQUIRE EXTENSIVE LEGAL AND ACCOUNTING SERVICES AND IS LIKELY TO TAKE CONSIDERABLE TIME. AFTER A REGISTRATION STATEMENT IS FILED WITH THE SEC, IT WILL BE SUBJECT TO REVIEW BY THE SEC STAFF, WHICH MAY ALSO TAKE CONSIDERABLE TIME. THE LISTING OF THE RMR INC SHARES ON A NATIONAL STOCK EXCHANGE WILL ALSO BE SUBJECT TO RMR INC'S SATISFACTION OF LISTING REQUIREMENTS AND APPROVAL OF THE APPLICABLE STOCK EXCHANGE. THE REITS CAN PROVIDE NO ASSURANCE WHEN OR IF THE REGISTRATION STATEMENT WILL BE DECLARED EFFECTIVE BY THE SEC, THAT THE SHARES WILL BE APPROVED FOR LISTING ON A NATIONAL STOCK EXCHANGE OR THAT THE DISTRIBUTION OF RMR INC SHARES WILL OCCUR BEFORE YEAR END 2015 OR EVER.

FOR THE FOREGOING REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE. EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, THE REITS DO NOT INTEND TO UPDATE ANY FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

This press release refers to a distribution of RMR INC shares that the REITs have agreed to make to their shareholders. This distribution will be made only after a registration statement, including a prospectus, is filed by RMR INC and declared effective by the SEC. This press release is not an offer to sell or solicitation of an offer to buy any securities of RMR INC or the REITs.

View source version on businesswire.com: http://www.businesswire.com/news/home/20150608005541/en/

Senior Housing Properties Trust
Kimberly Brown, 617-796-8234
Director, Investor Relations
ir@snhreit.com
or
Hospitality Properties Trust
Katie Strohacker, 617-796-8232
Director, Investor Relations
ir@hptreit.com
or
Select Income REIT
Jason Fredette, 617-796-8203
Director, Investor Relations
ir@sirreit.com
or
Government Properties Income Trust
Jason Fredette, 617-796-8303
Director, Investor Relations
ir@govreit.com

Source: Senior Housing Properties Trust and Hospitality Properties Trust and Select Income REIT and Government Properties Income Trust

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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

RMR Managed REITs Acquire Approximately Half of RMR Management Company