Senior Housing Properties Trust Announces Proposed Public Offering of 12,000,000 Common Shares
April 16 2014 - 4:05PM
Business Wire
Senior Housing Properties Trust (NYSE: SNH) today announced it
commenced a public offering of 12,000,000 common shares. SNH
expects to use the proceeds of this offering to repay amounts
outstanding on its revolving credit facility and for general
business purposes, including funding, in part, the pending
acquisition of two biotech medical office buildings in Boston. It
is contemplated that the underwriters will also be granted a 30-day
option to purchase up to an additional 1,800,000 common shares.
The joint bookrunning managers for this offering are Jefferies,
BofA Merrill Lynch, Citigroup, Morgan Stanley and RBC Capital
Markets.
This press release is neither 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. The preliminary prospectus supplement relating to
this offering and related prospectus are expected to be filed with
the Securities and Exchange Commission (SEC) and copies can be
obtained by contacting the offices of: Jefferies, 520 Madison
Avenue, 12th floor, New York, NY 10022, telephone: (877) 547-6340;
BofA Merrill Lynch, Attn: Prospectus Department, 222 Broadway, New
York, NY 10038, email: dg.prospectus_requests@baml.com; Citigroup,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone: (800) 831-9146; Morgan Stanley,
Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014; or RBC Capital Markets, Attention: Prospectus
Department, Three World Financial Center, 200 Vesey Street, 8th
floor, New York, New York 10281-8098, telephone: 877-822-4089.
WARNING CONCERNING FORWARD LOOKING
STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE
BASED UPON SNH’S PRESENT BELIEFS AND EXPECTATIONS, BUT THESE
STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE:
- ALTHOUGH THIS PRESS RELEASE REFERS TO
AN OFFERING OF 12,000,000 COMMON SHARES, GREATER OR LESS THAN
12,000,000 COMMON SHARES MAY BE SOLD OR THIS OFFERING MAY BE
WITHDRAWN.
- IF SNH AGREES TO SELL COMMON SHARES IN
THE OFFERING, THE CLOSING OF THE OFFERING WILL BE 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, THE
SALE OF THE SHARES MAY NOT CLOSE.
- IF SNH AGREES TO SELL COMMON SHARES IN
THE OFFERING, SNH’S CURRENT INTENT TO USE THE PROCEEDS OF THE
OFFERING TO REPAY AMOUNTS OUTSTANDING UNDER ITS UNSECURED REVOLVING
CREDIT FACILITY AND FOR GENERAL BUSINESS PURPOSES THAT INCLUDE
FUNDING, IN PART, A PENDING ACQUISITION WILL BE DEPENDENT ON THE
CLOSING OF THE OFFERING AND MAY NOT OCCUR.
- THIS PRESS RELEASE STATES THAT SNH HAS
PENDING THE ACQUISITION OF TWO BIOTECH MEDICAL OFFICE BUILDINGS IN
BOSTON. HOWEVER, THE PURCHASE AGREEMENT CONTAINS VARIOUS CLOSING
CONDITIONS AND THE CLOSING COULD BE DELAYED OR MAY NOT OCCUR AT
ALL.
- THIS PRESS RELEASE STATES THAT SNH
CONTEMPLATES THAT THE UNDERWRITERS WILL BE GRANTED AN OPTION TO
PURCHASE UP TO AN ADDITIONAL 1,800,000 COMMON SHARES. 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
THE UNDERWRITERS WOULD EXERCISE THIS OPTION, OR ANY PART OF
IT.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the New York
Stock Exchange.No shareholder, Trustee or officer is personally
liable for any act or obligation of the Trust.
Senior Housing Properties TrustKimberly M. Brown,
617-796-8234Director, Investor Relations
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