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):
April 6, 2010
(April 6, 2010)
SENIOR
HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
00
1-15319
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04-3445278
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(Commission File Number)
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(IRS Employer Identification No.)
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400 Centre Street, Newton, Massachusetts
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02458
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(Address of Principal Executive Offices)
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(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 April 6, 2010,
Senior Housing Properties Trust, or the Company, agreed to sell $200,000,000
aggregate principal amount of its 6.75% Senior Notes due 2020, or the Notes, in
an underwritten public offering. The Notes are expected to be issued on April 9,
2010, and will be issued under a supplemental indenture, or the supplemental
indenture, to the Companys indenture dated December 20, 2001, or the base
indenture.
The Notes will be the senior
unsecured obligations of the Company and benefit from various covenants in the
base indenture and the supplemental indenture, including the following: (i) the
Company will not be able to incur additional debt if the aggregate principal
amount of its outstanding debt is greater than 60% of adjusted total assets (as
defined in the supplemental indenture); (ii) the Company will not be able to
incur additional debt if the aggregate principal amount of its outstanding
secured debt is greater than 40% of adjusted total assets; (iii) the Company
will not be able to incur additional debt unless its consolidated income
available for debt service (as defined in the supplemental indenture) is at
least 1.5 times our annual debt service (as so defined); and (iv) the Company
will maintain total unencumbered assets (as defined in the supplemental
indenture) of at least 1.5 times its unsecured debt.
The Company expects to use
the estimated $195.0 million of net proceeds after expenses from this offering to
fund the redemption
of the approximately $97.5 million aggregate principal outstanding amount
of the Companys 7
7
/
8
%
senior notes due April 15, 2015, to repay approximately $58.0 million
in borrowings under its revolving bank credit facility and for general business
purposes.
A prospectus supplement
relating to the Notes 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 or qualification under the
securities laws of any such state or jurisdiction.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS STATEMENTS AND IMPLICATIONS WHICH
CONSTITUTE 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 THE COMPANYS PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT
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 NOTES IS EXPECTED
TO OCCUR ON APRIL 9, 2010. 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 COMPANY EXPECTS TO USE THE PROCEEDS OF THIS OFFERING, AMONG OTHER PURPOSES,
TO FUND A PORTION OF THE COMPANYS REDEMPTION OF SOME OR ALL OF THE $97.5
MILLION PRINCIPAL OUTSTANDING AMOUNT OF ITS 7
7
/
8
% SENIOR NOTES DUE 2015. IN FACT, THE
REDEMPTION IS SUBJECT TO CERTAIN CONDITIONS AND NOTICES, WHICH HAVE NOT YET
BEEN OBTAINED OR GIVEN AND, THEREFORE, THE COMPANY CANNOT ASSURE YOU THAT IT
WILL REDEEM THESE NOTES.
FOR THESE REASONS, AMONG OTHERS, YOU SHOULD NOT PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
1.1
Underwriting Agreement dated
as of April 6, 2010, between Senior Housing Properties Trust and the
underwriters named therein, pertaining to $200,000,000 in aggregate principal
amount of 6.75% Senior Notes due 2020.
4.1
Form of Supplemental
Indenture No. 4 between Senior Housing Properties Trust and U.S. Bank
National Association, including the form of 6.75% Senior Notes due 2020.
5.1
Opinion of
Sullivan & Worcester LLP.
5.2
Opinion of
Venable LLP.
8.1
Opinion of
Sullivan & Worcester LLP re: tax matters.
23.1
Consent of
Sullivan & Worcester LLP (contained in Exhibits 5.1 and 8.1).
23.2
Consent of
Venable LLP (contained in Exhibit 5.2).
2