- Current report filing (8-K)
February 04 2009 - 5:10PM
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):
February 4,
2009 (February 4, 2009)
SENIOR
HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its
Charter)
Maryland
(State or Other Jurisdiction of
Incorporation)
00
1-15319
|
04-3445278
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
400 Centre Street, Newton, Massachusetts
|
02458
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(Address of Principal Executive Offices)
|
(Zip Code)
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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))
Item 8.01 Other
Events.
On
February 4,
2009
, Senior Housing
Properties Trust, or the Company, priced an underwritten public offering of 5,500,000
common shares of
beneficial interest. The Company expects
to issue and deliver these shares on or about
February 9,
2009
. The public offering price was $17.30 per
share. The Company expects to use the $90.94
million of net proceeds of the offering (after estimated expenses and
underwriters commissions) for the repayment of borrowings outstanding under
the Companys revolving credit facility and for general business purposes,
including funding pending or possible future acquisitions of properties. The Company also granted the underwriters an
option to purchase an additional 825,000
common shares to cover
over-allotments, if any.
A prospectus supplement relating to these common shares will be filed
with the Securities and Exchange Commission.
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration of qualification under the securities laws of
any such state.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS STATEMENTS WHICH
CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES
LAWS, INCLUDING WITH RESPECT TO THE COMPANYS ISSUANCE OF THE COMMON SHARES
(INCLUDING THE OVER-ALLOTMENT OPTION) AND ITS INTENDED USE OF THE PROCEEDS. 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. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON
FORWARD LOOKING STATEMENTS.
Item 9.01 Financial
Statements and Exhibits
.
(d)
|
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Exhibits
|
|
|
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1.1
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Underwriting Agreement, dated as of February 4, 2009
,
between the Company and the underwriters named therein relating to the
issuance and sale of up to 6,325,000 of the Companys common shares of
beneficial interest.
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5.1
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Opinion of Venable LLP.
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8.1
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Opinion of Sullivan & Worcester LLP as to tax matters.
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23.1
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Consent of Venable LLP (contained in Exhibit 5.1).
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23.2
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Consent of Sullivan & Worcester LLP (contained in
Exhibit 8.1).
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2
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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|
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Name:
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Richard A. Doyle
|
|
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Title:
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Treasurer and Chief Financial
Officer
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Date: February 4, 2009
3
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