News Press Releases

Diversified Healthcare Trust Prices $1 Billion of 9.750% Senior Notes due 2025

DHC | May 28, 2020

NEWTON, Mass.

Diversified Healthcare Trust (Nasdaq: DHC) today announced that it has priced an underwritten public offering of $1 billion of 9.750% Senior Notes due 2025, guaranteed by certain of DHC’s subsidiaries. The settlement of this offering is expected to occur on June 2, 2020, subject to customary closing conditions.

DHC expects to use the net proceeds from the offering to repay its $250 million term loan scheduled to mature in June 2020 and reduce amounts outstanding under its unsecured revolving credit facility.

The joint book-running managers for this offering were Wells Fargo Securities, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC and RBC Capital Markets, LLC. The joint lead managers for this offering were BofA Securities, Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, Regions Securities LLC and SMBC Nikko Securities America, Inc. The co-managers for this offering were Samuel A. Ramirez & Company, Inc., Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and UBS Securities LLC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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 that state or jurisdiction. The issuer has filed a registration statement including a prospectus and will file a prospectus supplement with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement, when available, in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Copies of the prospectus supplement relating to this offering and the related prospectus may be obtained by contacting the offices of: Wells Fargo Securities, LLC toll-free at 1-800-645-3751, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, PNC Capital Markets LLC toll-free at 1-855-881-0697 or RBC Capital Markets, LLC toll-free at 1-866-375-6829.

Diversified Healthcare Trust (Nasdaq: DHC) is a real estate investment trust (REIT) focused on owning high-quality healthcare properties located throughout the United States. As of March 31, 2020, DHC’s $8.4 billion portfolio included more than 416 properties in 38 states and Washington, D.C., occupied by more than 600 tenants, and totaling approximately 12 million square feet of medical office and life science properties and more than 30,000 living units. DHC is managed by the operating subsidiary of The RMR Group Inc. an alternative asset management company that is headquartered in Newton, MA.

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This press release 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 DHC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, DHC is making forward-looking statements. These forward-looking statements are based upon DHC’s 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 DHC’s forward-looking statements as a result of various factors. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond DHC's control. For example:

• This press release states that the settlement of the sale of the senior notes and related guarantees is expected to occur on June 2, 2020. The settlement of this offering 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, the offering may not close.

• DHC’s current intent to use the net proceeds from the offering to repay its $250 million term loan scheduled to mature in June 2020 and reduce amounts outstanding under its revolving credit facility is dependent on the closing of the offering and may not occur.

The information contained in DHC’s filings with the SEC including under “Risk Factors” in DHC’s periodic reports, or incorporated therein, identifies other important factors that could cause DHC’s actual results to differ materially from those stated in or implied by DHC’s forward-looking statements. DHC’s filings with the SEC are available on the SEC's website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, DHC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.