Form DFAN14A - Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
August 30 2023 - 4:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
DIVERSIFIED HEALTHCARE TRUST
|
(Name of Registrant as Specified In Its Charter)
|
|
FLAT FOOTED, LLC
MARC ANDERSEN
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Flat Footed LLC, a Delaware
limited liability company (“Flat Footed”), together with the other participant named herein, has filed a definitive proxy
statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit
votes in connection with its opposition to proposals to be presented at the special meeting of shareholders (the “Special Meeting”)
of Diversified Healthcare Trust, a Maryland corporation (the “Company”).
Item 1: On August 30, 2023,
Flat Footed issued the following press release:
Flat Footed LLC Comments on Diversified Healthcare
Trust’s Adjournment of Special Meeting of Shareholders
WILSON, Wyo.--(BUSINESS WIRE)--Flat Footed LLC (together
with its affiliates, “FFL” or “we”), a top shareholder of Diversified Healthcare Trust (Nasdaq: DHC) (“DHC”
or the “Company”) and the owner of approximately 9.8% of the Company’s outstanding common shares, today commented on
DHC’s adjournment of its Special Meeting of Shareholders (the “Special Meeting”) to September 6, at 10:00 a.m. Eastern
Time, where shareholders are scheduled to vote on the proposed merger with Office Properties Income Trust (Nasdaq: OPI) (“OPI”).
Marc Andersen, Managing Member of FFL, commented:
“We continue to believe that it is in the best
interest of DHC shareholders to vote AGAINST the proposed merger with OPI at the adjourned Special Meeting.”
***
Visit www.SaveDHC.com to Obtain Information
on How to Vote on the GOLD Proxy Card AGAINST the DHC-OPI Merger.
***
About Flat Footed
Flat Footed LLC is a special situation, value-oriented
investment management firm focused on leveraged, asset-heavy companies with complex capital structures. The Flat Footed LLC team has cumulatively
managed $2.8 billion since founding their first fund together in 1999. For more information, visit www.flatfootedllc.com.
Contacts
Flat Footed LLC
ir@flatfootedllc.com
Okapi Partners LLC
Mark Harnett, 212-297-0720
mharnett@okapipartners.com
or
Longacre Square Partners
Greg Marose / Charlotte Kiaie, 646-386-0091
FFL@longacresquare.com
Item 2: Also on August
30, 2023, Flat Footed posted the following materials to www.SaveDHC.com:
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