Senior Housing Properties Trust Prices Offering of 13,500,000 Common Shares
April 17 2014 - 9:08AM
Business Wire
Senior Housing Properties Trust (NYSE: SNH) today announced that
it priced a public offering of 13,500,000 common shares at a price
to the public of $21.75 per share. The settlement of this offering
is expected to occur on April 23, 2014. 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. The underwriters have been
granted a 30-day option to purchase up to an additional 2,025,000
common shares.
The joint bookrunning managers for this offering are Jefferies,
BofA Merrill Lynch, Citigroup, Morgan Stanley and RBC Capital
Markets. The co-managers are BB&T Capital Markets, Janney
Montgomery Scott, JMP Securities, MLV & Co. and Oppenheimer
& Co.
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 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 INCLUDES 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
FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED. FOR EXAMPLE:
- THIS PRESS RELEASE STATES THAT THE
COMPANY EXPECTS THE SETTLEMENT OF THE COMMON SHARES TO OCCUR ON
APRIL 23, 2014. IN FACT, THE ISSUANCE AND DELIVERY OF THE COMMON
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.
- 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 OF THE ACQUISITION COULD BE DELAYED OR
MAY NOT OCCUR AT ALL.
- THIS PRESS RELEASE STATES THAT THE
UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN
ADDITIONAL 2,025,000 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 WILL
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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