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:
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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.
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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.
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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.
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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.
Copyright Business Wire 2014