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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.

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Diversified Healthcare Trust Announces Amendment to Credit Facility

February 23, 2022

Extends Maturity Date of Revolving Credit Facility to January 2024

Extends Waivers of Certain Financial Covenants Through December 31, 2022

Increases Flexibility to Fund Investment Activities

NEWTON, Mass.--(BUSINESS WIRE)-- Diversified Healthcare Trust (Nasdaq: DHC) today announced that it has amended the agreement governing its revolving credit facility and exercised its option to extend its maturity date to January 2024. The key terms of the amendment include:

  • DHC has extended the maturity date of its revolving credit facility to January 2024;
  • The waiver of the Fixed Charge Coverage Ratio has been extended through December 31, 2022;
  • DHC has the ability to fund up to $400 million of capital expenditures per year, an increase from the previous $350 million annual limit, and also has the ability to acquire up to an aggregate of $500 million of real property;
  • The revolving credit facility commitments have been reduced from $800 million to $700 million. In January 2023, these commitments will be further reduced to $586 million; and
  • The interest rate premium increased by 15 basis points.

Jennifer Francis, President and Chief Executive Officer of DHC, made the following statement:

“This credit facility amendment enhances our financial flexibility as we continue to invest capital in our properties and work with our senior living operators as they recover from the effects of the pandemic. We believe both the extension of the maturity date and of the waivers as well as the enhanced capacity to fund investment activities will best position our company to execute on our business plan.”

Wells Fargo Securities, LLC, Citigroup Global Markets Inc., RBC Capital Markets and PNC Capital Markets, LLC acted as Joint Lead Arrangers for the amendment to DHC’s revolving credit facility agreement. Wells Fargo Bank, National Association is the Administrative Agent for the facility.

Diversified Healthcare Trust (Nasdaq: DHC) is a real estate investment trust (REIT) that owns more than $6.6 billion of high-quality healthcare properties located in 36 states and Washington, D.C. DHC seeks diversification across the health services spectrum: by care delivery and practice type, by scientific research disciplines and by property type and location. DHC’s life science and medical office portfolio includes over 110 properties totaling approximately nine million square feet and is occupied by nearly 500 tenants. DHC’s senior living portfolio contains over 27,500 senior living units. DHC is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with more than $33 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. DHC is headquartered in Newton, MA. To learn more about DHC, visit www.dhcreit.com.

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:

  • Ms. Francis states that DHC’s credit facility enhances its financial flexibility as DHC continues to invest capital in its properties and work with its senior living operators as they recover from the effects of the pandemic, and that the enhanced capacity to fund investment in DHC’s portfolio of properties and the extension of the maturity date and of the waivers will best position DHC for future growth. These statements may imply that DHC's operating results and financial position will improve as a result of the amendment to DHC’s credit agreement and investment in its properties and efforts with respect to its senior living operators. However, DHC's business is subject to various risks, including risks outside its control. As a result, DHC may not realize the benefits it expects from the amendment to its credit agreement, investment in its properties or efforts with respect to its senior living operators. Further, if the duration and severity of the COVID-19 pandemic and its impacts on DHC and its managers and tenants significantly worsen for a sustained period, DHC may be required to utilize all or a significant portion of its cash and cash equivalents to fund its business and operations, which may reduce or eliminate the financial flexibility DHC believes it has achieved, and
  • Although DHC has extended the waiver from compliance with certain financial covenants under its credit agreement through December 31, 2022, if DHC's operating results and financial condition are further adversely impacted by the COVID-19 pandemic or fail to sufficiently improve, it may fail to comply with the terms of the waiver and other requirements under its credit agreement, and DHC may also fail to satisfy certain financial requirements under the agreements governing its public debt. For example, DHC's ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under its revolving credit facility and its public debt covenants as of December 31, 2021, and DHC cannot be certain how long this ratio will remain below 1.5x. DHC is currently unable to incur additional debt because this ratio is below 1.5x on a pro forma basis, but is not required to repay outstanding debt as a result of failure to comply with this requirement. DHC is currently fully drawn under its revolving credit facility and could also be required to repay its outstanding debt as a result of non-compliance with certain other requirements of its credit agreement or the agreements governing its public debt. DHC may therefore experience future liquidity constraints, as it is currently unable to incur additional debt under its credit agreement or otherwise for failure to comply with the requirements of its credit agreement or the agreements governing its public debt, and DHC will be limited to its cash on hand or be forced to raise additional sources of capital or take other measures to repay its debt or maintain adequate liquidity.

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.

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

Source: Diversified Healthcare Trust

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