Item 2.02 Results of Operations and Financial Condition.
On January 19, 2018, Senior Housing Properties Trust, or the Company, announced that the incentive management fee payable for the 2017 calendar year under its business management agreement dated June 5, 2015, or the Agreement, with The RMR Group LLC, or RMR LLC, is $55.7 million. The incentive management fee is payable by the Company in cash by January 30, 2018, and the Company will recognize this expense in its financial statements as of and for the year ended December 31, 2017. Pursuant to the Agreement, the incentive management fee is measured based on the Companys total shareholder return (as defined) in excess of the total shareholder return of the SNL US REIT Healthcare Index, or the Index, for the three year measurement period ended December 31, 2017. The Companys total shareholder return exceeded the total shareholder return of the Index by 8.9% for the measurement period. For additional details regarding the calculation of the incentive management fee, see the full text of the Agreement, a copy of which is filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated June 5, 2015, and incorporated herein by reference.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER THE COMPANY USES WORDS SUCH AS BELIEVE, EXPECT, ANTICIPATE, INTEND, PLAN, ESTIMATE, WILL, MAY AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, THE COMPANY IS MAKING FORWARD LOOKING STATEMENTS. 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. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE COMPANYS FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE,
THIS CURRENT REPORT ANNOUNCES THAT AN INCENTIVE MANAGEMENT FEE IS PAYABLE BY THE COMPANY TO RMR LLC FOR THE YEAR ENDED DECEMBER 31, 2017 BASED ON THE COMPANYS TOTAL SHAREHOLDER RETURN (AS DEFINED) EXCEEDING THE TOTAL SHAREHOLDER RETURN OF THE INDEX FOR THE MEASUREMENT PERIOD. ACHIEVING TOTAL SHAREHOLDER RETURNS IN EXCESS OF THE TOTAL SHAREHOLDER RETURNS OF THE INDEX IS SUBJECT TO VARIOUS FACTORS, MANY OF WHICH ARE OUTSIDE THE COMPANYS CONTROL, INCLUDING THE RESULTS REFLECTED IN THE PERFORMANCE OF THE INDEX. THERE CAN BE NO ASSURANCE THAT THE COMPANYS TOTAL SHAREHOLDER RETURN WILL EXCEED THE TOTAL SHAREHOLDER RETURN OF THE INDEX IN FUTURE MEASUREMENT PERIODS.
THE INFORMATION CONTAINED IN THE COMPANYS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER RISK FACTORS IN ITS PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE THE COMPANYS ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY ITS FORWARD LOOKING STATEMENTS. THE COMPANYS FILINGS WITH THE SEC ARE AVAILABLE ON THE SECS WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENT AS A RESULT OF CHANGED CIRCUMSTANCES, NEW INFORMATION OR OTHERWISE.
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