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Diversified Healthcare Trust Announces Amendment to Credit Agreement

DHC | February 15, 2023

Amends Certain Financial Covenants Through Maturity

Retains Flexibility to Fund Capital Expenditures

Diversified Healthcare Trust (Nasdaq: DHC) today announced that it has amended its credit facility. The key terms of the amendment include:

The waiver of the Fixed Charge Coverage Ratio has been extended through the date of maturity January 15, 2024;
DHC has retained the ability to fund up to $400 million of capital expenditures per year but has agreed not to make additional investments in real property with certain limited exceptions;
The minimum liquidity requirement was decreased from $200 million to $100 million;
The credit facility commitments have been reduced from $586.4 million to $450 million;
The interest rate premium increased by 40 basis points; and
In addition, among other things, DHC no longer has the ability to reborrow funds.

Jennifer Francis, President and Chief Executive Officer of DHC, made the following statement:

“This credit facility amendment provides us needed covenant relief while we continue to execute on our plan to invest capital in our properties and work with our senior living operators as they recover from the effects of the pandemic.”

Wells Fargo Securities, LLC, RBC Capital Markets, Citibank, N.A. and PNC Capital Markets LLC acted as Joint Lead Arrangers for the amendment to DHC’s credit agreement. Wells Fargo Bank, National Association is the Administrative Agent and Collateral Agent for the facility.

DHC is a real estate investment trust, or REIT, focused on owning high-quality healthcare properties located throughout the United States. DHC seeks diversification across the health services spectrum by care delivery and practice type, by scientific research disciplines and by property type and location. As of September 30, 2022, DHC’s approximately $7.0 billion portfolio included 379 properties in 36 states and Washington, D.C., occupied by approximately 500 tenants, and totaling approximately 9 million square feet of life science and medical office properties and more than 27,000 senior living units. DHC is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with more than $37 billion in assets under management as of December 31, 2022 and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. To learn more about DHC, visit www.dhcreit.com.

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:

Ms. Francis states that DHC’s credit facility provides DHC with covenant relief as DHC continues to invest capital in its properties and work with its senior living operators as they recover from the effects of the pandemic. This statement may imply that DHC's operating results and financial position will improve as a result of the amendment to DHC’s credit agreement and investment in its properties and efforts with respect to its senior living operators. However, DHC's business is subject to various risks, including risks outside its control. As a result, DHC may not realize the benefits it expects from the amendment to its credit agreement, investment in its properties or efforts with respect to its senior living operators. Further, if the duration and severity of the COVID-19 pandemic and its impacts on DHC and its managers and tenants significantly worsen for a sustained period, DHC may be required to utilize all or a significant portion of its cash and cash equivalents to fund its business and operations, which may reduce or eliminate the financial flexibility DHC believes it has achieved, and
Implications of the amendment could be that DHC will have sufficient liquidity under its credit agreement to fund its operations and repayment of debt. DHC is currently fully drawn under its credit facility and could also be required to repay its outstanding debt in the event of non-compliance with its credit agreement or its senior unsecured notes indentures or their supplements. In addition, DHC has no additional options to extend the maturity date of its credit facility. DHC may therefore experience future liquidity constraints, as it is currently unable to incur additional debt under its credit agreement or the agreements governing its public debt, and will be limited to cash on hand to fund its operations and repayment of debt or may be forced to raise additional sources of capital or take other measures to maintain adequate liquidity.

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.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.