- Current report filing (8-K)
September 11 2009 - 6:02AM
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):
September 10,
2009 (September 10, 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
|
(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))
Item 8.01 Other
Events.
On
September 10,
2009
, Senior
Housing Properties Trust, or the Company, priced an underwritten public
offering of 6,500,000
common shares of beneficial
interest. The Company expects to issue
and deliver these shares on or about
September 15,
2009
. The public offering price was $19.44 per
share. The Company expects to use the
$120.7 million of net proceeds of the offering (after estimated expenses and
underwriters commissions) 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 975,000
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 or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration of qualification under the
securities laws of any such state or jurisdiction.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED
UPON OUR PRESENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS
ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS. FOR EXAMPLE:
·
THIS
REPORT 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
REPORT STATES THAT THE UNDERWRITIERS 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, WE DO 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.
Item 9.01 Financial
Statements and Exhibits
.
(d)
|
|
Exhibits
|
|
|
|
1.1
|
|
Underwriting Agreement, dated as of September 10, 2009
,
between the Company and the underwriters named therein relating to the
issuance and sale of up to 7,475,000 of the Companys common shares of
beneficial interest.
|
5.1
|
|
Opinion of Venable LLP.
|
8.1
|
|
Opinion of Sullivan & Worcester LLP as to tax matters.
|
23.1
|
|
Consent of Venable LLP (contained in Exhibit 5.1).
|
23.2
|
|
Consent of Sullivan & Worcester LLP (contained in
Exhibit 8.1).
|
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.
|
SENIOR HOUSING PROPERTIES TRUST
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Richard A. Doyle
|
|
|
Name:
|
Richard A. Doyle
|
|
|
Title:
|
Treasurer and Chief Financial Officer
|
|
|
|
|
|
Date: September 10, 2009
3
Senior Housing Properties (NASDAQ:SNH)
Historical Stock Chart
From Jul 2024 to Aug 2024
Senior Housing Properties (NASDAQ:SNH)
Historical Stock Chart
From Aug 2023 to Aug 2024