- Current report filing (8-K)
December 10 2010 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 9,
2010 (December 9, 2010)
SENIOR HOUSING PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-15319
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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 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 December 9, 2010, Senior
Housing Properties Trust, or the Company, priced an underwritten public
offering of 12,500,000 common shares of beneficial interest. The Company expects to issue and deliver
these shares on or about December 15, 2010. The public offering price was $20.50 per
share. The Company expects to use the $245.1
million of net proceeds of the offering (after deducting estimated offering expenses
and underwriters discounts) to repay a portion of amounts outstanding under its
revolving credit facility and for general business purposes, including funding
in part the pending acquisitions of some or all of the remaining 25 of the 27
properties the Company has agreed to purchase from CommonWealth REIT, or CWH,
described in Item 1.01 of its Current Report on Form 8-K filed with
the Securities and Exchange Commission, or SEC, on November 18, 2010, or
other possible future acquisitions of properties. The Company also granted the underwriters an
option to purchase an additional 1,875,000 common shares to cover
over-allotments, if any.
A
prospectus supplement relating to these common shares will be filed with the
SEC. 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 CURRENT REPORT ON FORM 8-K 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 AND THEIR IMPLICATIONS ARE BASED UPON THE COMPANYS PRESENT INTENT,
BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS
ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING
SOME REASONS WHICH ARE BEYOND THE COMPANYS CONTROL. FOR EXAMPLE:
·
THIS REPORT STATES THAT THE COMPANY EXPECTS TO ISSUE AND DELIVER THE
COMMON SHARES ON OR ABOUT DECEMBER 15, 2010.
IN FACT, THE ISSUANCE AND DELIVERY OF THESE SHARES 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 DO NOT OCCUR, THIS OFFERING
MAY NOT CLOSE.
·
THIS
REPORT STATES THAT WE HAVE AGREED TO PURCHASE 27 PROPERTIES FROM CWH AND THAT
THE ACQUISITIONS OF 25 OF SUCH PROPERTIES ARE PENDING. THE CLOSINGS OF THESE PURCHASES ARE SUBJECT
TO VARIOUS CONDITIONS TYPICAL OF LARGE, COMMERCIAL REAL ESTATE
TRANSACTIONS. AS A RESULT OF ANY FAILURE OF THESE CONDITIONS, SOME OR ALL
OF THESE PURCHASES MAY BE DELAYED OR MAY NOT OCCUR.
·
THIS REPORT STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO
PURCHASE UP TO AN ADDITIONAL 1,875,000 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, THE COMPANY 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, YOU SHOULD NOT PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS.
2
Item 9.01.
Financial Statements and Exhibits
.
(d)
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Exhibits
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The
Company hereby files the following exhibits:
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1.1
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Underwriting
Agreement, dated as of December 9, 2010, between the Company and the
underwriters named therein, pertaining to the issuance and sale of up to 14,375,000
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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23.3
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Consent
of Ernst & Young LLP.
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3
SIGNATURE
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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Richard
A. Doyle
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Treasurer
and Chief Financial Officer
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Date:
December 9, 2010
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4
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