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 30, 2019

Senior Housing Properties Trust Announces Business Updates

NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (Nasdaq: SNH) today announced that it remains on schedule to complete the restructuring of its business arrangements with its largest tenant, Five Star Senior Living Inc. (Nasdaq: FVE), or Five Star, as of January 1, 2020.

In addition, SNH announced the completion of $207.8 million in property sales during the fourth quarter of 2019 as part of its previously announced plan to sell up to $900 million of properties in connection with the restructuring. SNH also recently completed the acquisition of a 169-unit Active Adult rental property in Plano, TX for approximately $50.3 million and obtained a new, short-term $250 million senior unsecured term loan.

Disposition Update:

Since the conference call regarding SNH’s third quarter 2019 financial results, SNH has completed the sale of approximately $149.8 million of senior living and medical office properties. The sales include:

  • a portfolio of seven senior living communities with a combined 566 units located in California, Oregon, Arizona, Florida and Rhode Island for approximately $103.3 million.
  • a 150-unit senior living community located in Redmond, WA for $32.5 million, and
  • a 95,000 square foot medical office building located in Atlanta, GA for $14 million.

As part of this disposition plan, SNH has sold, or currently has under agreement to sell, approximately $678 million of properties. SNH also currently has an additional $231 million of properties with offers from prospective buyers. SNH expects to use the proceeds from these sales to repay debt and for general business purposes, including potential acquisitions.

Acquisition of 169-Unit, Active Adult rental property in Plano, TX:

During the fourth quarter of 2019, SNH acquired a 169-unit, Class A, Active Adult rental property built in 2016 and located in Plano, TX, a submarket of Dallas, for approximately $50.3 million. SNH funded this acquisition with proceeds from dispositions and borrowings under its $1 billion unsecured revolving credit facility. Within a 10 mile radius of this property, SNH owns two senior living facilities: the 245-unit Forum at Park Lane and the 143-unit Premier Residences of Dallas.

“SNH is excited to add this high-quality asset to our diverse portfolio of healthcare properties,” said Jennifer Francis, President and Chief Operating Officer of SNH. “The age-restricted Active Adult rental apartment segment has gained popularity with baby boomers due to their interest in the active lifestyle, wellness and socialization benefits offered in these communities without the services and care that are provided in more traditional senior living communities. We believe the addition of this Active Adult property to our portfolio will capture the evolving real estate needs of the baby boomer generation, provide additional diversification of our assets and create synergies with our existing independent and assisted living communities.”

Short-Term $250 Million Senior Unsecured Term Loan Facility:

SNH also announced that, on December 12, 2019, it obtained a new short-term $250 million senior unsecured term loan. The maturity date of the term loan is June 12, 2020, which may be extended by six months subject to the satisfaction of certain conditions, including the payment of an extension fee. SNH used the net proceeds from this term loan, together with proceeds from its property dispositions, borrowings under its revolving credit facility and cash on hand, to prepay in full its $350 million senior unsecured term loan that was scheduled to mature on January 15, 2020. The interest rate on the new term loan is LIBOR plus 125 basis points, subject to adjustment based on changes to SNH’s credit ratings.

SNH is a real estate investment trust, or REIT, that owns medical office and life science properties, senior living communities and wellness centers throughout the United States. SNH is managed by The RMR Group LLC, the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, MA.

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever SNH uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, SNH is making forward-looking statements. These forward-looking statements are based upon SNH’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 SNH’s forward-looking statements as a result of various factors. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond SNH's control. For example:

  • This press release states that SNH remains on schedule to complete the restructuring of its business arrangement with Five Star as of January 1, 2020. The completion of the restructuring is subject to conditions, including, among others, the continued effectiveness of Five Star’s registration statement on Form S-1 for the related Five Star common share issuances and the receipt of certain regulatory approvals. SNH cannot be sure that these conditions will be satisfied. Accordingly, the restructuring may not become effective as of January 1, 2020 or at all, or the terms of such transactions may change.
  • This press release states that the property sales announced today were part of SNH’s previously announced disposition plan to sell up to $900 million of properties. SNH cannot be sure when or if it will be able to sell additional properties or that any additional properties it may sell, when combined with proceeds from previous sales, will aggregate or exceed $900 million. Further, SNH is not obligated to continue to pursue this disposition plan and it may elect to abandon pursuit of this disposition plan at any time. If SNH does not complete its disposition plan, its credit ratings may be adversely impacted, and it may be limited in pursuing its business strategies.
  • This press release states that SNH expects to use the net proceeds from the sale of properties announced today to repay debt and for general business purposes, including potential acquisitions. However, SNH may elect to use these proceeds for other reasons. Further, any reduction in SNH’s debt that may result from any repayment of its debt with these proceeds may be offset by future borrowings that SNH may incur.
  • Ms. Francis discusses in this press release certain benefits SNH may receive from the addition of the Active Adult community to its portfolio. However, such benefits may not materialize as expected, or at all.
  • This press release states that SNH has the option to extend the maturity date of the new term loan by six months subject to the satisfaction of certain conditions, including the payment of an extension fee. However, the applicable conditions may not be met. In addition, actual costs under the new term loan will be higher than LIBOR plus a premium because of fees and expenses associated with such debt.

The information contained in SNH’s filings with the Securities and Exchange Commission, or SEC, including under “Risk Factors” in SNH’s periodic reports, or incorporated therein, identifies other important factors that could cause SNH’s actual results to differ materially from those stated in or implied by SNH’s forward-looking statements. SNH’s filings with the SEC are available on the SEC's website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, SNH does 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 Nasdaq. 
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

Michael Kodesch, Director, Investor Relations
(617) 796-8234
www.snhreit.com

Source: Senior Housing Properties Trust

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