Senior Housing Properties Trust (NYSE: SNH) today announced that it has priced a public offering of 6,500,000 common shares of beneficial interest at a price of $19.44 per share. The settlement of this sale is expected to occur on Tuesday, September 15, 2009. SNH expects to use the proceeds of this offering for general business purposes, including funding in part pending acquisitions or possible future acquisitions of properties. The underwriters have been granted a 30-day option to purchase up to an additional 975,000 shares to cover over allotments, if any. The offering size has been increased from the previously announced 4,500,000 share offering.

The joint book-running managers for this offering are BofA Merrill Lynch, UBS Investment Bank and Wells Fargo Securities. The co-lead managers for this offering are Citi, Morgan Stanley, RBC Capital Markets and Morgan Keegan & Company, Inc. The co-managers for this offering are Janney Montgomery Scott LLC, Jefferies & Company and Oppenheimer & Co.

This press release is not an offer to sell nor a solicitation of an offer to buy shares, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Copies of the prospectus supplement and related prospectus may be obtained from the offices of BofA Merrill Lynch, Attn: Prospectus Department, 4 World Financial Center, New York, NY 10080; UBS Investment Bank, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171 (telephone: 888-827-7275); and Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, N.Y., 10152 (e-mail: equity.syndicate@wachovia.com or telephone: 800-326-5897) or by contacting any of the other managing underwriters.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND THE FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON SNH’S PRESENT BELIEFS AND EXPECTATION, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS. FOR EXAMPLE:

  • THIS PRESS RELEASE STATES THAT THE SETTLEMENT OF THE SALE OF COMMON SHARES IS EXPECTED TO OCCUR ON SEPTEMBER 15, 2009. IN FACT, THE SETTLEMENT OF THIS OFFERING IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES OCCUR, THIS OFFERING MAY NOT CLOSE.
  • THIS PRESS RELEASE STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 975,000 COMMON SHARES TO COVER OVER ALLOTMENTS, IF ANY. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, SNH DOES NOT KNOW WHETHER THIS OPTION, OR ANY PART OF IT, WILL BE EXERCISED, AND THE UNDERWRITERS MAY NOT DO SO.

FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

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