- Current report filing (8-K)
December 24 2008 - 1:06PM
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):
December 24, 2008 (December
23
, 2008)
SENIOR HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
|
|
001-15319
|
|
04-3445278
|
(State or Other
Jurisdiction of Incorporation)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer
Identification No.)
|
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 REPORT STATES THAT WE HAVE AGREED TO PURCHASE CERTAIN MEDICAL
OFFICE, CLINIC AND BIOTECH LABORATORY BUILDINGS. OUR OBLIGATIONS TO COMPLETE THE CURRENTLY
PENDING PURCHASES ARE SUBJECT TO VARIOUS CONDITIONS TYPICAL OF LARGE COMMERCIAL
REAL ESTATE PURCHASES. AS A RESULT OF
ANY FAILURE OF THESE CONDITIONS, SOME OF THE PROPERTIES MAY NOT BE
PURCHASED 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.
2
Item
1.01 Entry into a Material Definitive
Agreement.
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 us or we, with the Securities and Exchange
Commission, we agreed to purchase up to 48 medical office, clinic and biotech
laboratory buildings, or MOBs, 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 MOBs were more fully described in the May 9 Current
Report.
As of
the date of this report, we have closed on the purchase of 37 of these MOBs,
including 8 MOBs located in Maryland, Massachusetts, Florida, Virginia and the
District of Columbia, the closing of the purchases of which we and HRPT,
pursuant to the terms of the applicable Purchase Agreements, accelerated to December 22,
2008. These 37 MOBs were purchased for
purchase prices aggregating approximately $346.8 million, excluding closing
costs. We and HRPT agreed to accelerate
the closing of the purchase of one of the remaining 11 MOBs, which is located
in New York and has a purchase price of approximately $19.9 million, excluding
closing costs, to January 2009. In
addition, because a third party consent was not received, one of the Purchase
Agreements was amended so that one of the remaining MOBs, with a purchase price
of approximately $3.0 million, excluding closing costs, is no longer subject to
the Purchase Agreement. Nonetheless,
HRPT may receive such consent and we may ultimately purchase such MOB.
On December 23, 2008, we entered into
amendments to the Purchase Agreements with respect to nine of the remaining
MOBs, which have purchase prices aggregating approximately $195.3 million,
excluding closing costs, located in California, Oklahoma, Virginia and the
District of Columbia. Under the terms of
these amendments, we and HRPT agreed to delay the closings of the purchases of
these nine MOBs from dates ranging from December 2008 through April 2009
to new dates ranging from January 2010 through May 2010. The amendments also (1) eliminated the
right of either party to accelerate the closing dates of these MOBs unless the
parties mutually consent otherwise; (2) extended HRPTs obligation to
provide us with capital expenditure budgets into 2010 and (3) changed the
allocation at the closing of each of these purchases of certain leasing
expenses and capital expenditures to be based upon our and HRPTs respective
periods of ownership, rather than being allocated to us from and after May 5,
2008.
The description of the amendments to the Purchase
Agreements are qualified in their entirety by reference to the copies of the
amendments to the Purchase Agreements, which are filed as Exhibits 10.1 to 10.4
to this Current Report on Form 8-K and incorporated herein by reference.
We became a publicly owned company as a result of a
spin off from HRPT in 1999. For a
further description of our relationship with HRPT and Reit Management &
Research LLC, a company which provides management services to us and HRPT,
please see the May 9 Current Report.
3
|
Item 9.01
Financial Statements and Exhibits.
|
|
(d)
|
|
Exhibits
.
|
|
|
10.1
|
First
Amendment to Purchase Agreement, dated as of December 23, 2008, between
Senior Housing Properties Trust and HUB Properties Trust
(with respect to
Amelia Building, 855 Kempsville Road, Norfolk, Virginia).
|
|
|
10.2
|
First
Amendment to Purchase Agreement, dated as of December 23, 2008, between
Senior Housing Properties Trust and HUB Properties Trust (
with respect to 1145
19
th
Street, NW, Washington, DC).
|
|
|
10.3
|
First
Amendment to Purchase Agreement, dated as of December 23, 2008, between
Senior Housing Properties Trust and HUB Properties Trust (
with respect to
Oklahoma Clinics, 8315 So. Walker Ave., 701 NE 10
th
Street, 200 N.
Bryant, 600 National Ave., Oklahoma City, Oklahoma).
|
|
|
10.4
|
First
Amendment to Purchase Agreement, dated as of December 23, 2008, between
Senior Housing Properties Trust and HUB Properties Trust (
with respect to Torrey
Pines, 3030-50, Science Park Road, San Diego, California).
|
4
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.
|
SENIOR
HOUSING PROPERTIES TRUST
|
|
|
|
|
|
|
|
By:
|
/s/ Richard A. Doyle
|
|
|
Richard A. Doyle
|
|
|
Treasurer and Chief
Financial Officer
|
|
|
Dated:
December 24, 2008
|
5
Senior Housing Properties (NASDAQ:SNH)
Historical Stock Chart
From Jun 2024 to Jul 2024
Senior Housing Properties (NASDAQ:SNH)
Historical Stock Chart
From Jul 2023 to Jul 2024