Senior Housing Properties Trust - Current report filing (8-K)
August 12 2008 - 2:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
August 12, 2008
(August 8, 2008)
SENIOR
HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
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001-15319
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04-3445278
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(State or Other
Jurisdiction of
Incorporation)
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(Commission file
number)
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(I.R.S. Employer
Identification No.)
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400
Centre Street, Newton, Massachusetts 02458
(Address of Principal Executive Offices)
(Zip Code)
617-796-8350
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS
THIS
CURRENT REPORT ON FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER
FEDERAL SECURITIES LAWS. WHENEVER WE USE WORDS SUCH AS BELIEVE,
EXPECT, ANTICIPATE, INTEND, PLAN, ESTIMATE OR SIMILAR EXPRESSIONS, WE
ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS
ARE BASED UPON OUR 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 OUR
FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
FOR
EXAMPLE, THIS CURRENT REPORT ON FORM 8-K STATES THAT WE HAVE AGREED TO
PURCHASE ADDITIONAL MEDICAL OFFICE, CLINIC AND BIOTECH LABORATORY
BUILDINGS. IN FACT, OUR OBLIGATIONS TO COMPLETE THESE PURCHASES ARE
SUBJECT TO VARIOUS CONDITIONS TYPICAL OF LARGE COMMERCIAL REAL ESTATE
PURCHASES, INCLUDING, WITH RESPECT TO CERTAIN PROPERTIES, WAIVERS OF RIGHTS OF
FIRST REFUSAL AND THIRD PARTY CONSENTS. AS A RESULT OF ANY FAILURE OF
THESE CONDITIONS, SOME PROPERTIES MAY NOT BE PURCHASED, THE PURCHASE
PRICES PAYABLE BY US MAY BE CHANGED OR SOME OF THESE PURCHASES MAY BE
ACCELERATED OR DELAYED.
OTHER
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN FORWARD LOOKING STATEMENTS ARE DESCRIBED MORE FULLY UNDER ITEM 1A.
RISK FACTORS IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2007.
YOU
SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT
AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD
LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
ITEM
2.01 COMPLETION OF ACQUISITION OR
DISPOSITION OF ASSETS.
As previously reported in a
Current Report on Form 8-K dated May 9, 2008, or the May 9
Current Report, filed by Senior Housing Properties Trust, or we, the Company or
SNH, we agreed to purchase up to 48 medical office, clinic and biotech
laboratory buildings from HRPT Properties Trust, or HRPT, pursuant to a series
of Purchase and Sale Agreements, or the Purchase Agreements, dated as of May 5,
2008. The agreements to purchase these
48 medical office, clinic and biotech laboratory buildings were more fully
described in the May 9 Current Report.
On June 11, 2008, June 25,
2008, July 9, 2008 and August 8, 2008, we purchased a total of 28 of
these buildings from HRPT located in California, Georgia, Massachusetts, New
York, Pennsylvania, Texas and Rhode Island for an aggregate purchase price of
$232.9 million.
We funded these
acquisitions using cash on hand and assumed three mortgage loans on two
properties totaling $10.8 million with a weighted average interest rate of
7.08% per annum.
In addition,
because a third party consent was not received by August 8th, one of the
Purchase Agreements was amended so that one of the remaining 20 buildings is no
longer subject to the Purchase Agreements.
We, nonetheless, believe that such third party consent may be obtained
and we may ultimately purchase such building.
The Company became a publicly
owned company as a result of a spin off from HRPT in 1999. For a further description of the Companys
relationship with HRPT and Reit Management & Research LLC, a company which
provides management services to the Company and HRPT, please see the May 9
Current Report, which has been filed with the Securities and Exchange
Commission.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial Statements of Businesses Acquired.
We have previously filed with our Current Report on Form 8-K
dated May 23 the following financial statements with respect to the 48
buildings proposed to be acquired from HRPT, including the 28 buildings we have
purchased as of the date of this Current Report on Form 8-K:
Combined
Statements of Revenues and Certain Operating Expenses for the Three Months
Ended March 31, 2008 and 2007 (unaudited), and for the Years Ended December 31,
2007, 2006 and 2005, along with the related Notes to Combined Statements of
Revenues and Operating Expenses
Any
additional required financial statements in connection with the acquisitions
described in Item 2.01 will be filed by amendment pursuant to Item 9.01(a)(4) within
71 calendar days after the date on which this Current Report on Form 8-K
is required to be filed.
(b)
Pro Forma Financial Information
No pro forma financial
information is being filed with this report.
All required pro forma financial information in connection with the
acquisitions described in Item 2.01 will be filed by amendment pursuant to Item
9.01(b)(2) within 71 calendar days after the date on which this Current
Report on Form 8-K is required to be filed.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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SENIOR HOUSING PROPERTIES TRUST
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By:
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/s/ Richard A. Doyle
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Richard A. Doyle
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Treasurer and Chief
Financial Officer
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Date: August 12,
2008
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