SNH Senior Housing Properties Trust

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): May 7, 2014

SENIOR HOUSING PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

617-796-8350

(Registrant’s 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))

In this Current Report on Form 8-K, the terms “we,” “us” and “our” refer to Senior Housing Properties Trust and, unless the context indicates otherwise, its consolidated subsidiaries.

Item 1.01.  Entry into a Material Definitive Agreement.

Leases with Vertex Pharmaceuticals Incorporated

On May 7, 2014, simultaneous with the completion of the acquisition of two biotech medical office buildings in Boston, Massachusetts described in Item 2.01 below, we assumed two leases, pursuant to which we will lease an aggregate of approximately 1.1 million square feet of laboratory and office space to Vertex Pharmaceuticals Incorporated through 2028 for an initial annualized rental income (including straight line rent adjustment and reimbursable expenses) of approximately $75.2 million.

Business Management Agreement and Property Management Agreement Amendments

As a consequence of the recent consent solicitation to remove, without cause, all of the trustees of CommonWealth REIT, or CWH, Reit Management & Research LLC, or RMR, anticipates that its management agreements with CWH will be terminated and that termination is expected to result in certain workforce reductions and other changes at RMR.  The timing of the termination of RMR's management agreements with CWH has not been determined.  Nonetheless, in anticipation of such a termination and the potential effects on RMR employees and RMR's provision of management services, RMR, our Compensation Committee and the compensation committees of the other real estate investment trusts, or REITs, to which RMR provides management services considered amendments to the RMR management agreements to facilitate employee retention and the continued provision of management services to us and to these other REITs, and to require that RMR provide management transition services in appropriate circumstances.  Our Compensation Committee and the compensation committees of these other REITs managed by RMR engaged an independent consultant to advise them on these matters and negotiated the following amendments to our business and property management agreements with RMR.

On May 9, 2014, we and RMR entered into amendments to our business management agreement and property management agreement.  The current terms of the agreements end on December 31, 2014, and automatically renew for successive one year terms unless notice of non-renewal is given by us or RMR before the end of the then current term. We have the right to terminate the agreements upon 60 days’ written notice, subject to approval by a majority vote of our Independent Trustees.  As amended, RMR may terminate the agreements upon 120 days’ written notice.  Prior to the amendments, RMR could terminate the agreements upon 60 days’ written notice and could also terminate the property management agreement upon five business days’ notice if we underwent a change of control.

As amended, if we terminate or elect not to renew the business management agreement other than for cause, as defined, we are obligated to pay RMR a termination fee equal to 2.75 times the sum of the annual base management fee and the annual internal audit services expense, which amounts are based on averages during the 24 consecutive calendar months prior to the date of notice of nonrenewal or termination.  In addition, as amended, if we terminate or elect not to renew the property management agreement other than for cause, as defined, within 12 months prior to or following our giving notice of termination or non-renewal of the business management agreement other than for cause, we are obligated to pay RMR a termination fee equal to 12 times the average monthly property management fee for the six months prior to the effective date of the nonrenewal or termination.  The amendments provide for certain proportional adjustments to the termination fees if we merge with another real estate investment trust to which RMR is providing management services or if we spin-off a subsidiary of ours to which we contributed properties and to which RMR is providing management services both at the time of the spin-off and on the date of the expiration or termination of the agreement.

As amended, RMR agrees to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under the business management agreement and to facilitate the orderly transfer of management of the managed properties, as applicable.

The amendments to the business and property management agreements described above were negotiated, reviewed, approved and adopted by our Compensation Committee, which is comprised solely of Independent Trustees.  The foregoing descriptions of provisions of these agreements and the amendments are not complete and are subject to and qualified in their entireties by reference to the business management agreement, a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on December 26, 2013, the first amendment to the business management agreement, a copy of which is attached as Exhibit 10.1 hereto, the property management agreement, a copy of which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 13, 2010, the first amendment to the property management agreement, a copy of which is filed as Exhibit 10.5 to our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 24, 2011, the second amendment to the property management agreement, a copy of which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on December 11, 2012 and the third amendment to the property management agreement, a copy of which is attached as Exhibit 10.2 hereto, each of which is incorporated herein by reference.

Item 2.01.  Completion of Acquisition or Disposition of Assets.

On May 7, 2014, we completed the acquisition of two biotech medical office buildings from Fifty Northern Avenue LLC and Eleven Fan Pier Boulevard LLC for an aggregate purchase price of approximately $1.125 billion, pursuant to a Purchase Agreement described in our Current Report on Form 8-K filed with the SEC on February 14, 2014.  These buildings contain an aggregate of 1.65 million gross square feet and are located in the Seaport District of Boston, Massachusetts. The buildings are principally comprised of biomedical research facilities and corporate office space and also include structured parking and street-level retail space.

Item 8.01                                           Other Events.

As previously reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, or our Quarterly Report, on March 25, 2014, as a result of the removal, without cause, of all of the trustees of CWH, CWH underwent a change in control, as defined in the shareholders agreement among us, CWH, the other shareholders of Affiliates Insurance Company, or AIC, an Indiana insurance company, and AIC. As a result of that change in control and in accordance with the terms of the shareholders agreement, we and the other non-CWH shareholders exercised our rights to purchase shares of AIC that CWH then owned.  Pursuant to that exercise, on May 9, 2014, we and those other shareholders purchased pro rata the AIC shares CWH owned.  In accordance with that exercise, we purchased 2,857 AIC shares from CWH for $825,093.  Following these purchases, we and the other remaining six shareholders (our manager, RMR, and five other companies to which RMR provides management services) each own approximately 14.3% of AIC.  We and the other shareholders of AIC have purchased property insurance coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts.

Information Regarding Certain Relationships and Related Transactions

One of our Managing Trustees, Mr. Barry Portnoy, is chairman, majority owner and an employee of RMR.  Our other Managing Trustee, Mr. Adam Portnoy, is the son of Mr. Barry Portnoy, and an owner, president, chief executive officer and a director of RMR.  Each of our executive officers is also an officer of RMR, and our President and Chief Operating Officer, Mr. David Hegarty, is a director of RMR. A majority of our Independent Trustees also serve as independent trustees of other public companies to which RMR provides management services. Mr. Barry Portnoy and Mr. Adam Portnoy serve as managing trustees of a majority of those companies. In addition, officers of RMR serve as officers of those companies.

For further information about our relationships and transactions with RMR, including the business management agreement and property management agreement, and the other entities to which RMR provides management services, with AIC and other relationships we have with certain of the other shareholders of AIC and other related person transactions, please see our Annual Report on Form 10-K for the year ended December 31, 2013, or the Annual Report, our definitive Proxy Statement for our 2014 Annual Meeting of Shareholders, or the Proxy Statement, our Quarterly Report, and our other filings with the SEC, including Note 5 to the Consolidated Financial Statements included in the Annual Report, the sections captioned “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” and “Warning Concerning Forward Looking Statements” of the Annual Report, the section captioned “Related Person Transactions” and the information regarding our Trustees and executive officers in the Proxy Statement, Note 10 to the Condensed Consolidated Financial Statements included in the Quarterly Report and the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” and “Warning Concerning Forward Looking Statements” of the Quarterly Report. In addition, please see the section captioned “Risk Factors” of the Annual Report for a description of risks that may arise from these transactions and relationships. Our filings with the SEC, including the Annual Report, the Proxy Statement and the Quarterly Report, are available at the SEC’s website at www.sec.gov. Copies of certain of our agreements with these related parties are publicly available as exhibits to our public filings with the SEC and accessible at the SEC’s website.

Item 9.01.  Financial Statements and Exhibits.

(a)                                 Financial Statements of Businesses Acquired.

No financial statements are being filed with this report.  Any required financial statements in connection with the acquisition described in Item 2.01 will be filed by amendment pursuant to Item 9.01(a)(4) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b)                                 Pro Forma Financial Information.

No pro forma financial information is being filed with this report.  Any required pro forma financial information in connection with the acquisition described in Item 2.01 will be filed by amendment pursuant to Item 9.01(b)(2) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d)                                 Exhibits.

10.1                        First Amendment to Amended and Restated Business Management Agreement, dated as of May 9, 2014, between Reit Management & Research LLC and Senior Housing Properties Trust.

10.2                        Third Amendment to Amended and Restated Property Management Agreement, dated as of May 9, 2014, between Reit Management & Research LLC and Senior Housing Properties Trust.

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.

Date:  May 12, 2014

EXHIBIT INDEX

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT, dated as of May 9, 2014 (this “Amendment”), by and between Reit Management & Research LLC, a Delaware limited liability company (the “Manager”), and Senior Housing Properties Trust, a Maryland real estate investment trust (the “Company”).

WHEREAS, the Company and the Manager are parties to an Amended and Restated Business Management Agreement, dated as of December 23, 2013 (the “Business Management Agreement”); and

WHEREAS, the Company and the Manager wish to amend the Business Management Agreement as further provided in this Amendment;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

1.        Section 20 of the Business Management Agreement is hereby replaced in its entirety to read as follows:

Term, Termination.  This Agreement shall continue in force and effect until December 31, 2014, and shall be automatically renewed for successive one year terms annually thereafter unless notice of non-renewal is given by the Company or the Manager before the end of the term.  It is expected that the terms and conditions may be reviewed by the Independent Trustees at least annually.

Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated by the Company upon sixty (60) days’ written notice to the Manager, which termination must be approved by a majority vote of the Independent Trustees, or by the Manager on one hundred twenty (120) days’ written notice to the Company, provided if the Company gives notice of termination or notice of non-renewal of this Agreement, in either case given other than for Cause (either, a “Covered Termination”), the Company shall pay the Manager an amount (the “Termination Fee”) determined by (a) taking the average of the installments of the Management Fee payable for each of the twenty-four consecutive calendar months ended next prior to the date of notice of the Covered Termination (the “Determination Period”) and multiplying the average monthly installment by 12 (the “Annual Management Fee”), (b) taking the aggregate of all amounts payable for internal audit services pursuant to Section 15 of this Agreement during the Determination Period and dividing the result by 2 (the “Annual Audit Services Expense”) and (c) adding the Annual Management Fee and the Annual Audit Services Expense and multiplying the sum by 2.75.  One half of the Termination Fee shall be paid in cash together with the notice of the Covered Termination and the balance on or before the effective date of the Covered Termination.

If there is a Covered Termination within twenty-four calendar months following a merger between the Company and another RMR Managed Company, in determining the Termination Fee: monthly installments of the Management Fee and amounts payable for internal audit services for the portion of the Determination Period which follows the merger shall be those payable by the survivor of the merger, and monthly installments of the Management Fee and amounts payable for internal audit services for the portion of the Determination Period which is prior to the merger shall be the aggregate of those payable by each of the Company and the other RMR Managed Company.

If there is a Covered Termination within twenty-four calendar months following the spin-off of a subsidiary of the Company (by sale in whole or part to the public or distribution to the Company’s shareholders) to which the Company contributed Properties (the “Contributed Properties”) and which was an RMR Managed Company both at the time of the spin-off and on the date of the Covered Termination, in determining the Termination Fee: (a) monthly installments of the Management Fee for the portion of the Determination Period which is prior to the spin-off shall be recalculated based upon Average Invested Capital and Average Transferred Assets after reduction by the historical cost of the Contributed Properties (if then included in Average Invested Capital or Average Transferred Assets), provided such recalculated monthly installments of the Management Fee shall only be used in determining the Termination Fee if they result in monthly installments of the Management Fee for the period prior to the spin-off

which would have been lower than those which were payable, and (b) amounts payable for internal audit services for the portion of the Determination Period which is prior to the spin-off shall be reduced to represent the same percentage of amounts charged to all RMR Managed Companies as is charged to the Company after the spin-off.

Except for payment of the Termination Fee in the event of a Covered Termination, Section 21 hereof shall govern the rights, liabilities and obligations of the parties upon termination of this Agreement; and, except as provided in Sections 19, 20 and 21, such termination shall be without further liability of either party to the other, other than for breach or violation of this Agreement prior to termination.

For purposes of this Section 20, “Cause” shall mean acts of the Manager constituting bad faith, willful or wanton misconduct or gross negligence in the performance of its obligations under this Agreement.

The provisions of this Section 20 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Manager in connection with a transaction pursuant to which any assets or going business values of the Manager are acquired by the Company in association with termination of this Agreement and the Termination Fee is in addition to any amounts otherwise payable to the Manager under this Agreement as compensation for services and for expenses of or reimbursement due to the Manager through the date of termination.

2.        The following shall be added to Section 21 of the Business Management Agreement as the last paragraph:

In addition to other actions on termination or non-renewal of this Agreement, for up to one hundred twenty (120) days following the date of any notice of a Covered Termination or any notice of termination given by the Manager, the Manager shall cooperate with the Company and use commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under this Agreement to employees of the Company or to its designee, including, but not limited to the transfer of bookeeping and accounting functions and legal and regulatory compliance and reporting. In connection therewith, the Manager shall assign to the Company, and the Company shall assume, any authorized agreements the Manager executed in its name on behalf of the Company and the Manager shall assign to the Company all proprietary information with respect to the Company.  Additionally, the Company or its designee shall have the right to offer employment to any employee of the Manager whom the Manager proposes to terminate in connection with the Covered Termination and the Manager shall cooperate with the Company or its designee in connection therewith.

3.        This Amendment shall be effective as of the day and year first above written. Except as amended hereby, and as so amended, the Business Management Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

4.        The provisions of this Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

5.        This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended and Restated Business Management Agreement to be executed by their duly authorized officers, under seal, as of the day and year first above written.

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Exhibit 10.2

THIRD AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT, dated as of May 9, 2014 (this “Amendment”), by and among Reit Management & Research LLC, a Delaware limited liability company (“Managing Agent”), and Senior Housing Properties Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself and those of its subsidiaries as may from time to time own properties subject to the Property Management Agreement (as defined below) (each, an “Owner” and, collectively, “Owners”).

WHEREAS, Managing Agent and Owners are parties to an Amended and Restated Property Management Agreement, dated as of January 7, 2010, as amended by that First Amendment to Amended and Restated Property Management Agreement, dated as of January 14, 2011, and by Second Amendment to Amended and Restated Property Management Agreement, dated as of December 11, 2012 (the “Property Management Agreement”); and

WHEREAS, Managing Agent and Owners wish to amend the Property Management Agreement as further provided in this Amendment;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

1.        Section 7 of the Property Management Agreement is hereby replaced in its entirety to read as follows:

Term of Agreement. This Agreement shall continue in force and effect until December 31, 2014, and shall be automatically renewed for successive one year terms annually thereafter unless notice of non-renewal is given by the Company, on behalf of itself and Owners, or by Managing Agent before the end of the term. It is expected that the terms and conditions may be reviewed by the Independent Trustees as defined in the Company’s Bylaws, as amended, as of the date hereof (the “Independent Trustees”) at least annually.

Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated by the Company, on behalf of itself and the Owners upon sixty (60) days’ written notice to Managing Agent, which termination must be approved by a majority vote of the Independent Trustees, or by Managing Agent upon one hundred and twenty (120) days’ written notice to the Company, provided if the Company, on behalf of itself and Owners, gives notice of termination or notice of non-renewal of this Agreement within twelve months prior to or following the Company giving notice of termination or non-renewal of the Amended and Restated Business Management Agreement between the Company and Managing Agent dated December 23, 2013 (as amended, the “Business Management Agreement”), in either case given other than for Cause (either, a “Covered Termination”), the Company shall pay Managing Agent an amount (the “Termination Fee”) equal to the average of the installments of the Fee payable for each of the six consecutive calendar months ended next prior to the effective date of the Covered Termination (the “Determination Period”) and multiplying the average monthly installment by 12.  If the Covered Termination follows the termination or non-renewal of the Business Management Agreement, one-half of the Termination Fee shall be paid in cash together with the notice of the Covered Termination and the balance on or before the effective date of the Covered Termination and if the Covered Termination arises because of the subsequent termination or non-renewal of the Business Management Agreement, the Termination Fee shall be paid on the date of notice of termination or non-renewal of the Business Management Agreement.

If there is a Covered Termination within six calendar months following a merger between the Company and another real estate investment trust to which Managing Agent is providing property management services (a “RMR Managed Company”), in determining the Termination Fee, if any portion of the Determination Period is prior to the merger, the monthly installments of the Fee for such portion of the Determination Period shall be the aggregate of those payable by each of the Company and the other RMR Managed Company.

If there is a Covered Termination within six calendar months following the spin-off of a subsidiary of the Company (by sale in whole or part to the public or distribution to the Company’s shareholders) to which the

Company contributed Properties (“Contributed Properties”) and which was an RMR Managed Company both at the time of the spin-off and on the date of the Covered Termination, in determining the Termination Fee, if any portion of the Determination Period is prior to the spin-off, monthly installments of the Fee for such portion of the Determination Period shall be reduced to the extent they are based upon the gross collected rents of the Contributed Properties.

Except for payment of the Termination Fee in the case of a Covered Termination, termination or non-renewal shall be in accordance with the provisions of Section 8; and except as provided in this Section 7 and Section 8, such termination shall be without further liability of any party to any other party, other than for breach or violation of this Agreement prior to termination.

This Agreement may be terminated with respect to less than all of the Properties comprising the Managed Premises to accommodate any sale of some properties comprising the Managed Premises with Managing Agent’s consent, provided Managing Agent’s consent shall not be required for sales of Properties in the ordinary course of the Company’s business.

For purposes of this Section 7, “Cause” shall mean acts of the Managing Agent constituting bad faith, willful or wanton misconduct or gross negligence in the performance of its obligations under this Agreement.

The provisions of this Section 7 shall not apply as a limitation on the amount which may be paid by agreement of the Company and the Managing Agent in connection with a transaction pursuant to which any assets or going business values of the Managing Agent are acquired by the Company in association with termination of this Agreement and the Termination Fee is in addition to any amounts otherwise payable to Managing Agent under this Agreement as compensation for services and for expenses of or reimbursement due to Managing Agent through the date of termination.

2.        The following shall be added to Section 8 of the Property Management Agreement as the last paragraph:

In addition to other actions on termination or non-renewal of this Agreement, in the case of a Covered Termination which follows the termination or non-renewal of the Business Management Agreement or in the case of any notice of termination given by Managing Agent, for up to one hundred twenty (120) days following the date of such notice of a Covered Termination or such notice of termination by Managing Agent, Managing Agent shall cooperate with the Company and the Owners and use commercially reasonable efforts to facilitate the orderly transfer of management of the Managed Premises.  In connection therewith Managing Agent shall assign to the Company, to one or more Owners, or to their designee(s), as directed by the Company, and the Company, such Owner(s) or their designee(s) shall assume, all contracts entered into by Managing Agent pursuant to Section 3 of this Agreement, but excluding all insurance contracts, and multi-property contracts not limited in scope to the Managed Premises and all contracts with affiliates of Managing Agent.  Managing Agent shall also transfer to the Company all proprietary information with respect to the Company and/or the Owners.  Additionally, the Company, one or more Owners, or their designee(s) shall have the right to offer employment to any employee of Managing Agent whom Managing Agent proposes to terminate in connection with a Covered Termination and Managing Agent shall cooperate with the Company, such Owners, or their designee(s) in connection therewith.

3.        This Amendment shall be effective as of the day and year first above written. Except as amended hereby, and as so amended, the Property Management Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

4.        The provisions of this Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

5.        This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Amended and Restated Property Management Agreement to be executed by their duly authorized officers, under seal, as of the day and year first above written.

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