Senior Housing Properties Trust Announces a Name Change to Diversified Healthcare Trust

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 Announces a Name Change to Diversified Healthcare Trust

Company Common Shares to Trade Under the Ticker “DHC” Beginning January 2, 2020

NEWTON, Mass.--(BUSINESS WIRE)-- Senior Housing Properties Trust (Nasdaq: SNH), today announced that it will change its name to “Diversified Healthcare Trust” effective January 1, 2020 at 12:02 a.m. SNH’s common shares will continue to be listed for trading on the Nasdaq, but under the new ticker symbol “DHC” beginning as of the opening of trading on January 2, 2020. The company’s new website will be www.dhcreit.com.

“We are excited to change our name to Diversified Healthcare Trust, which we believe more accurately depicts both our portfolio of diverse, high-quality healthcare real estate and our strategy moving forward,” said Jennifer Francis, President & Chief Operating Officer. “Over the past 10 years, we have made considerable progress in diversifying and enhancing what was once a pure-play senior living portfolio by strategically acquiring state-of-the-art life science properties and well-located medical office buildings in order to meet the broader real estate needs of the continually evolving healthcare industry.”

Rebranding to Diversified Healthcare Trust marks a key milestone in the company’s transformation, which includes the anticipated conversion of SNH’s existing triple-net leases with Five Star Senior Living Inc. (Nasdaq: FVE) into management agreements, which is expected to occur on January 1, 2020, pursuant to the transaction agreement that SNH entered into with FVE in April 2019, along with SNH’s continued investment and recycling of capital into high quality healthcare real estate, including, but not limited to, the life science and medical office property types.

Also effective January 2, 2020, SNH’s 5.625% senior notes due 2042 will no longer trade under the ticker “SNHNI” but will trade under “DHCNI”. Similarly, SNH’s 6.25% senior notes due 2046 will no longer trade under the ticker “SNHNL” but will trade under the ticker “DHCNL”.

A REAL ESTATE PLATFORM FOCUSED ON THE DIVERSE SPECTRUM OF HEALTH SERVICES

With an $8.6 billion investment portfolio, Diversified Healthcare Trust is one of the leading owners of real estate focused on healthcare and life sciences located throughout the United States. DHC seeks to acquire and own properties that take strategic advantage of demographic trends, investments in biological breakthroughs and the development and implementation of medical services and technologies.

DIVERSIFIED ACROSS CARE DELIVERY AND PRACTICE TYPES

From elective procedures to life-saving treatments, DHC’s properties provide a platform for healthcare delivery. Nationally renowned health systems as well as individual specialist physicians and health practitioners lease DHC’s properties which house clinics, outpatient centers, surgery centers and doctors’ offices. DHC is also poised to benefit from changing demographic trends, with a portfolio of more than 270 active adult, independent living, assisted living and memory care facilities to serve the anticipated ‘silver tsunami.’

DIVERSIFIED ACROSS RESEARCH SCIENCE DISCIPLINES

DHC’s life sciences properties include laboratory and research space, manufacturing facilities and corporate offices, and are home to forward-thinking companies delivering and supporting the development of tomorrow’s cutting-edge therapies, which cover a wide variety of ailments.

DIVERSIFIED ACROSS GEOGRAPHIES, LOCATIONS AND SETTINGS

With over 12 million square feet of lab and medical office space and more than 32,000 living units, DHC has no “typical” property or location. Properties range from multi-specialty physician offices, to more than 270 senior living communities, to multi-building life science campuses. DHC’s properties are located in both urban and suburban settings across the U.S., in 41 states and Washington, D.C.

DIVERSIFIED FINANCIAL PROFILE

The foundation of DHC’s solid financial profile includes revenue sources lacking concentration in any one property type, a well-laddered lease expiration schedule for over 600 tenants, strong tenant credit profiles and a conservative capital structure with a healthy balance sheet. The diversification of DHC’s revenue streams allows the company to produce cash flows from the entire healthcare continuum, leading to more stable and predictable returns on investments.

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 DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, DHC 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond DHC's control. For example:

DHC expects that the changes in ticker symbols to “DHC” for the listing of its common shares, “DHCNI” for its 5.625% senior notes due 2042 and “DHCNL” for its 6.25% senior notes due 2046 will begin on January 2, 2020. However, effecting these changes are subject to conditions and will depend on actions of third parties. As a result, these changes could be delayed.
Ms. Francis states that DHC has made considerable progress in diversifying and enhancing its portfolio in order to meet the broader real estate needs of the continually evolving healthcare industry. This may imply that this progress will enable DHC to meet these needs and that DHC may make further progress that addresses the broader real estate needs as the healthcare industry continues to evolve. However, DHC’s progress may not continue to address these needs and DHC may not be able to make further progress to address any changing needs. As a result, DHC may not achieve the benefits it expects from the progress it has made in these regards.
DHC intends to continue to invest and recycle capital into high quality healthcare real estate, including, but not limited to, the life science and medical office property types. However, the competition for these types of investments is significant. As a result, DHC may not be able to acquire additional properties of these types in the future or it may overpay for any such acquisition. Moreover, DHC not be able to successfully recycle capital at the amounts it expects. Further, DHC may not realize the returns or benefits it expects from any additional acquisitions it may make.
DHC believes that it is poised to benefit from changing demographic trends. However, the demand for senior living communities, wellness centers and other medical and healthcare related properties and healthcare services may not increase, despite the aging U.S. population and increasing life spans of seniors, due to a variety factors, including improved medical advances and seniors’ electing to age in place, to delay or forego relocating, to not purchase the products and services DHC’s tenants and manager provide, or due to other changes in market demands. In addition, DHC may be unable to retain its existing tenants, attract new tenants and maintain or increase current rental rates. Further, circumstances that adversely affect the ability of seniors or their families to pay for DHC’s tenants' and manager's services, such as economic downturns, weak housing market conditions, higher levels of unemployment among DHC’s residents' family members, lower levels of consumer confidence, stock market volatility and/or changes in demographics generally could affect the profitability of DHC’s senior living communities. As a result, DHC may not benefit from changing demographic trends.
DHC expects to complete the conversion of its existing master leases with FVE into management agreements, as of January 1, 2020. These transactions are subject to conditions, including, among others, the continued effectiveness of FVE’s registration statement on Form S-1 for the related FVE common share issuances and the receipt of certain regulatory approvals. DHC cannot be sure that any or all of such conditions will be satisfied. Accordingly, these transactions may not become effective as of January 1, 2020 or at all, or the terms of such transactions may change. Further, if the transactions contemplated by the Transaction Agreement are completed, the conversion of the master leases to management agreements will be a significant change in DHC’s arrangements with FVE and may result in DHC realizing significantly different operating results from its senior living communities, including increased variability.
DHC believes the foundation of its solid financial profile includes diversified revenue sources lacking concentration in any one property type, a well-laddered lease expiration schedule for over 600 tenants, high credit quality tenants and a conservative capital structure with a healthy balance sheet. Some of DHC’s tenants may not renew expiring leases, and DHC may be unable to obtain new tenants to maintain or increase the historical occupancy rates of, or rents from, its properties, its tenants may experience losses and default on their rent obligations to DHC, rents that DHC can charge at its properties may decline upon renewals or expirations because of changing market conditions or otherwise and continued availability of borrowings under its revolving credit facility is subject to DHC’s satisfying certain financial covenants and other credit facility conditions that DHC may be unable to satisfy. In addition, DHC’s tenants and manager may realize deteriorating financial conditions if they cannot successfully operate their businesses or if they are adversely impacted by factors beyond their control, including deteriorating market conditions or changes in market demands. Further, DHC may not be successful in conducting its business activities in a manner that will afford it reasonable access to capital for investment and financing activities, which may result in DHC’s capital structuring becoming less conservative and a decline in the health of its balance sheet.
DHC believes the diversification of DHC’s revenue streams allows it to produce cash flows from the entire healthcare continuum, leading to more stable and predictable returns on investments.

The information contained in DHC’s filings with the SEC, including under “Risk Factors” in DHC’s periodic reports, or incorporated therein, identifies other 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.

You should not place undue reliance upon 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.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20191230005299/en/

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

Source: Senior Housing Properties 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

Senior Housing Properties Trust Announces a Name Change to Diversified Healthcare Trust