Obligation Diversified Health Trust 9.75% ( US25525PAA57 ) en USD

Diversified Health Trust

99.92 % ▼

Etas-Unis

US25525PAA57 ( en USD )

9.75% par an ( paiement semestriel )

15/06/2025 - Obligation échue

Prospectus brochure de l'obligation Diversified Healthcare Trust US25525PAA57 en USD 9.75%, échue

2 000 USD

1 000 000 000 USD

25525PAA5

B ( Très spéculatif )

Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement )

Diversified Healthcare Trust (DHT) est une société d'investissement immobilier (REIT) qui possède et exploite un portefeuille diversifié d'installations de soins de santé aux États-Unis, comprenant des hôpitaux, des centres médicaux et des centres de soins de longue durée.

L'Obligation émise par Diversified Health Trust ( Etas-Unis ) , en USD, avec le code ISIN US25525PAA57, paye un coupon de 9.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2025

L'Obligation émise par Diversified Health Trust ( Etas-Unis ) , en USD, avec le code ISIN US25525PAA57, a été notée Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Moody's.

L'Obligation émise par Diversified Health Trust ( Etas-Unis ) , en USD, avec le code ISIN US25525PAA57, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 tm2020658-4_424b5.htm 424B5
TABLE OF CONTENTS
?Filed Pursuant to Rule 424(b)(5)
?Registration No. 333-225831?
?
CALCULATION OF REGISTRATION FEE
?
Maximum
Amount to be
Amount of (1)
?
Title of Each Class of Securities Offered
? ?
Registered
? ? Registration Fee
?
?
?
?9.750% Senior Notes due 2025
? ??$1,000,000,000?? ?
?$129,800
??
?
?
?
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
?
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
(To prospectus dated May 28, 2020)
Diversified Healthcare Trust
$1,000,000,000 9.750% Senior Notes Due 2025
COMPANY
· We are a real estate investment trust organized under Maryland law and own medical office and life science properties, senior
living communities and other healthcare related properties throughout the United States.
?
USE OF PROCEEDS
· We expect to use the net proceeds from this offering for general business purposes, including to repay our $250.0 million
term loan and to reduce amounts outstanding under our revolving credit facility. See "Use of proceeds."
?
NOTES
· We are offering $1.0 billion aggregate principal amount of our 9.750% senior notes due 2025, or the notes.
?
· Interest on the notes will be payable semiannually on June 15 and December 15 of each year, commencing December 15,
2020.
?
· We may redeem some or all of the notes at any time on or after June 15, 2022 at the redemption prices described in this
prospectus supplement under the caption "Description of the Notes?--?Optional Redemption of the Notes." At any time and
from time to time prior to June 15, 2022, we may also redeem up to 40% of the aggregate principal amount of the notes
using the net cash proceeds of certain equity offerings at a redemption price equal to 109.750% of the principal amount
thereof, plus accrued and unpaid interest, if any, up to, but not including, the applicable redemption date. In addition, at any
time prior to June 15, 2022, we may redeem some or all of the notes at a price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, up to, but not including, the applicable redemption date, plus a Make-Whole
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Amount. We must offer to purchase the notes at a purchase price equal to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, up to, but not including, the purchase date, if we experience a change of control under certain
circumstances.
?
· The notes will be fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of
our subsidiaries, except for our foreign subsidiaries and certain other excluded subsidiaries. The notes and the guarantees will
be effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the
value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other
liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.
?
· The notes constitute a new issue of securities with no established trading market and we do not intend to apply for listing of
the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system.
?
?
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-19 of this
prospectus supplement, as well as in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended
December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
?
? ? Per Note ? ?
Total
?
Public offering price(1)
? ? ??100.00 ?
% ? ? ?$1,000,000,000??
Underwriting discount
? ? ??
1.50 ?
% ? ? ?$
15,000,000??
Proceeds, before expenses, to Diversified Healthcare Trust
? ? ?? 98.50 ?
% ? ? ?$ 985,000,000??
?
(1) Plus accrued interest, if any, from the date the notes are issued, if settlement occurs after that date.
?
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for
the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about June 2, 2020.
Joint Book-Running Managers
Wells Fargo Securities
Citigroup
PNC Capital Markets LLC
RBC Capital Markets
Joint Lead Managers
BofA Securities
BMO Capital Markets
Mizuho Securities
Regions Securities LLC
SMBC Nikko
Co-Managers
Ramirez & Co., Inc.
Morgan Stanley
US Bancorp
UBS Investment Bank
The date of this prospectus supplement is May 28, 2020.
TABLE OF CONTENTS?

TABLE OF CONTENTS
?
? ?
Page
?
Prospectus Supplement
? ? ??
???
About this Prospectus Supplement
? ?? ? S-ii??
Information Incorporated by Reference
? ?? ? S-iii??
Prospectus Supplement Summary
? ?? ? S-1??
Summary Consolidated Historical Financial Information
? ?? ?S-15??
Capitalization
? ?? ?S-18??
Risk Factors
? ?? ?S-19??
Summary Subsidiary Guarantor Financial Information
? ?? ?S-28??
Use of Proceeds
? ?? ?S-29??
Description of the Notes
? ?? ?S-30??
Material United States Federal Income Tax Considerations
? ?? ?S-47??
Underwriting (Conflicts of Interest)
? ?? ?S-52??
Legal Matters
? ?? ?S-57??
Experts
? ?? ?S-57??
Where You Can Find More Information
? ?? ?S-57??
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Warning Concerning Forward-Looking Statements
? ?? ?S-58??
Statement Concerning Limited Liability
? ?? ?S-63??
Prospectus
? ? ??
???
About this Prospectus
? ?? ?
ii??
Our Company
? ?? ?
1??
Risk Factors
? ?? ?
1??
Summary Subsidiary Guarantor Financial Information
? ?? ?
1??
Warning Concerning Forward-Looking Statements
? ?? ?
2??
Statement Concerning Limited Liability
? ?? ?
7??
Use of Proceeds
? ?? ?
7??
Description of Debt Securities and Related Guarantees
? ?? ?
8??
Description of Shares of Beneficial Interest
? ?? ?
18??
Description of Depositary Shares
? ?? ?
23??
Description of Warrants
? ?? ?
26??
Description of Certain Provisions of Maryland Law and of our Declaration of Trust and Bylaws
? ?? ?
28??
Selling Security Holders
? ?? ?
41??
Plan of Distribution
? ?? ?
41??
Legal Matters
? ?? ?
42??
Experts
? ?? ?
42??
Where You Can Find More Information
? ?? ?
43??
Information Incorporated by Reference
? ?? ?
43??

S-i
TABLE OF CONTENTS?

ABOUT THIS PROSPECTUS SUPPLEMENT
References in this prospectus supplement to "we," "us," "our" and "DHC" mean Diversified Healthcare
Trust and its consolidated subsidiaries, except in the sections entitled "Prospectus Supplement Summary?--?The
Offering" and "Description of the Notes" or unless the context otherwise requires. References in this prospectus
supplement to the "notes" mean the 9.750% senior notes due 2025 offered hereby.
This prospectus supplement contains a description of the terms of the notes and the guarantees thereof. A
description of the indenture relating to our debt securities is set forth in the accompanying prospectus under the
heading "Description of Debt Securities and Related Guarantees." This prospectus supplement, and the information
incorporated by reference herein, may add, update or change information in the accompanying prospectus (or the
information incorporated by reference therein). If information in this prospectus supplement is inconsistent with the
accompanying prospectus, this prospectus supplement will apply and will supersede that information in the
accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement, the
accompanying prospectus and the information incorporated by reference herein and therein in making your
investment decision. You should also read and consider the information in the documents to which we have
referred you in "Where You Can Find More Information" in this prospectus supplement and the accompanying
prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement,
the accompanying prospectus and any related free writing prospectus issued by us. We have not, and the
underwriters have not, authorized any other person to provide you with different information. If anyone provides
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you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus supplement, the accompanying prospectus and any related
free writing prospectus issued by us, as well as information we previously filed with the Securities and Exchange
Commission, or SEC, and incorporated by reference, is accurate only as of their respective dates. Our business,
financial condition, results of operations, liquidity and prospects may have changed since those dates.

S-ii
TABLE OF CONTENTS?

INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can
disclose important information to you by referring you to documents previously filed with the SEC. The
information incorporated by reference is considered to be part of this prospectus supplement and the accompanying
prospectus, and information that we subsequently file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below which were filed with the SEC under the
Securities Exchange Act of 1934, as amended, or the Exchange Act:
· our Annual Report on Form 10-K for the year ended December 31, 2019, or our Annual Report;
?
· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, or our Quarterly Report;
?
· our Current Reports on Form 8-K filed with the SEC on January 2, 2020 and May 20, 2020; and
?
· the information identified as incorporated by reference under Items 10, 11, 12, 13 and 14 of Part III of our
Annual Report from our definitive Proxy Statement for our 2020 Annual Meeting of Shareholders dated
April 13, 2020.
?
We also incorporate by reference each of the following documents that we may file with the SEC after the date
of this prospectus supplement but before the termination of the offering of the notes:
· reports filed under Sections 13(a) and (c) of the Exchange Act;
?
· definitive proxy or information statements filed under Section 14 of the Exchange Act in connection with
any subsequent shareholders' meeting; and
?
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· any reports filed under Section 15(d) of the Exchange Act.
?
References in this prospectus supplement to documents or information incorporated by reference shall include
documents that are deemed to be incorporated by reference herein pursuant to Item 12 of our Registration Statement
on Form S-3, as amended, of which this prospectus supplement and the accompanying prospectus form a part.
You may request a copy of any of these filings (excluding exhibits other than those which we specifically
incorporate by reference in this prospectus supplement or the accompanying prospectus), at no cost, by writing,
emailing or telephoning us at the following address:
Investor Relations
Diversified Healthcare Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
(617) 796-8234
[email protected]

S-iii
TABLE OF CONTENTS?

PROSPECTUS SUPPLEMENT SUMMARY
This summary may not contain all of the information that is important to you. You should carefully read this
entire prospectus supplement and the accompanying prospectus. You should also read the documents referred to in
"Information Incorporated by Reference" in this prospectus supplement and the accompanying prospectus.
Our Company
We are a real estate investment trust, or REIT, that was organized under the laws of the State of Maryland in
1998 and which owns healthcare related properties, including medical office and life science properties, senior
living communities and other healthcare related properties throughout the United States. As of March 31, 2020, we
owned 416 properties located in 38 states and Washington, D.C., including 24 properties classified as held for sale
and one life science property owned in a joint venture arrangement in which we own a 55% equity interest. On that
date, the gross book value of our real estate assets at cost plus certain acquisition costs, before depreciation and
purchase price allocations and less impairment write downs, was $8.4 billion. Our principal place of business is
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 and our telephone
number is (617) 796-8350.
Our business plan focuses primarily on investments in medical office and life science properties, senior living
communities (including active adult rental properties) and other healthcare related properties. Some properties may
combine more than one type of service in a single building or campus.
We believe that the primary market for senior living services is individuals age 75 and older. According to
U.S. Census data, the age 75+ demographic is projected to be among the fastest growing age cohorts in the United
States over the next 20 years, and according to the Centers for Medicare & Medicaid Services, or CMS, the age
85+ demographic is projected to grow over 30% over the next five years. Also, as a result of medical advances,
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seniors are living longer, and CMS reports that healthcare spending is projected grow at an average rate of 5.7% per
year and reach $6.0 trillion by 2027.
In light of these demographic trends, we believe that the aging of the U.S. population will increase demand for
existing medical office and life science properties, senior living communities (including active adult rental
properties) and other medical and healthcare related properties. We seek to profit from this demand by, over time,
acquiring additional properties and entering into leases and management arrangements with qualified tenants and
managers which generate returns to us that exceed our operating and capital costs, including structuring leases that
provide for or permit periodic rent increases. Despite this trend, future economic downturns, softness in the U.S.
housing market, higher levels of unemployment among our potential residents' family members, lower levels of
consumer confidence, stock market volatility and/or changes in demographics could adversely affect the ability of
seniors to afford the resident fees at our senior living communities. Further, as discussed further elsewhere in this
prospectus supplement and the documents incorporated by reference herein, the COVID-19 pandemic and expected
economic impacts therefrom may negatively impact our senior living operations.
We seek to selectively sell properties from time to time when we determine our continued ownership or
ongoing required capital expenditures will not achieve desired returns or when we believe we can successfully
pursue more desirable opportunities than retaining these properties. We also expect to use sales proceeds to acquire
new properties that we believe will help us reduce the average age of our properties, increase our weighted average
lease term, reduce our ongoing capital requirements and/or increase our distributions to shareholders. We refer to
this as our capital recycling program.

S-1
TABLE OF CONTENTS

The following charts set forth certain geographic and asset class information regarding our property portfolio
as of March 31, 2020:
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(1) Includes 24 properties with gross book value of real estate assets of $287.4 million, which are classified as held for sale in our
condensed consolidated balance sheet as of March 31, 2020.
?
(2) Gross book value of real estate assets is real estate assets at cost plus certain acquisition costs, before depreciation and purchase
price allocations, less impairment writedowns, if any.
?
(3) See below for the calculation of net operating income, or NOI, and a reconciliation of net income (loss) determined in
accordance with U.S. generally accepted accounting principles, or GAAP, to that amount.
?
?

S-2
TABLE OF CONTENTS

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Office Portfolio
Our portfolio of medical office and life science properties, or our Office Portfolio, consists of commercial
properties constructed for use or operated as medical office space for physicians and other healthcare personnel, and
other businesses in medical related fields, including clinics and life science or laboratory uses. Some of our medical
office properties are occupied as administrative facilities for healthcare companies, such as hospitals and healthcare
insurance companies.
(1) Includes both medical office and life science properties. Based on Q1 2020 NOI. See below for the calculations of NOI and a
reconciliation of net income (loss) determined in accordance with GAAP.
?
(2) As of close of market, March 31, 2020. Source: The Nasdaq Stock Market LLC.
?
(3) LTM GAAP total revenues as reported by Vertex as of the quarter ended March 31, 2020.
?
(4) Annualized rental income is based on rents pursuant to existing leases as of March 31, 2020. Annualized rental income includes
straight line rent adjustments and estimated recurring expense reimbursement for certain net and modified gross leases and
excludes lease value amortization at certain of our medical office and life science properties. Annualized rental income amounts
for our medical office and life science properties also include 100% of rental income as reported under GAAP from a property
owned in a joint venture arrangement in which we own a 55% equity interest.
?
(5) The property leased by this tenant is owned in a joint venture arrangement in which we own a 55% equity interest. Rental
income presented includes 100% of rental income as reported under GAAP.
?
?

S-3
TABLE OF CONTENTS
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(1) Source: U.S. Census Bureau.
?
(2) Source: Centers for Medicare & Medicaid Services, Office of the Actuary, September 2018.
?
(3) Source: U.S. BLS, CBRE Research, PWCMoneyTree, Q1 2020. Note: Year-over-year changes in 4-quarter rolling sum of VC
funding in Biotechnology, Drug Development, Drug Discovery, Disease Diagnostics and Pharma/Drugs.
?
?

S-4
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TABLE OF CONTENTS

Calculation and Reconciliation of NOI and Cash Basis NOI(1)
?
? ?
For the Three Months Ended
?
($ in 000s)
? ?
3/31/2020
? ? 12/31/2019 ? ?
9/30/2019
? ?
6/30/2019
? ?
3/31/2019
?
Calculation of NOI and Cash Basis NOI: ????
??????
??????
??????
??????
???
Revenues:
??? ?
????? ?
????? ?
????? ?
????? ?
???
Rental income
???$ 110,498????$ 147,209????$ 148,011????$ 153,097????$ 158,241??
Residents fees and services
??? ? 331,969???? ? 108,830???? ? 107,816???? ? 108,906???? ? 108,045??
Total revenues
??? ? 442,467???? ? 256,039???? ? 255,827???? ? 262,003???? ? 266,286??
Property operating expenses
??? ?(316,585?)??? ?(126,572?)??? ?(125,083?)??? ?(120,193?)??? ?(117,222?)?
Property NOI
??? ? 125,882???? ? 129,467???? ? 130,744???? ? 141,810???? ? 149,064??
Non-cash straight line rent adjustments
??? ?
(1,153?)??? ?
(958?)??? ? (1,186?)??? ?
(430?)??? ? (1,934?)?
Lease value amortization
??? ?
(1,873?)??? ? (1,869?)??? ? (1,842?)??? ? (1,555?)??? ? (1,525?)?
Non-cash amortization included in
property operating expenses(2)
??? ?
(199?)??? ?
(200?)??? ?
(199?)??? ?
(199?)??? ?
(199?)?
Cash Basis NOI
???$ 122,657????$ 126,440????$ 127,517????$ 139,626????$ 145,406??
Reconciliation of Net Income (Loss) to
NOI and Cash Basis NOI:
????
??????
??????
??????
??????
???
Net income (loss)
???$ 11,143????$ (50,620?)???$ (27,946?)???$ (35,816?)???$ 31,504??
Equity in losses (earnings) of an investee
??? ?
--???? ?
217???? ?
(83?)??? ?
(130?)??? ?
(404?)?
Income tax expense (benefit)
??? ?
(443?)??? ?
483???? ?
(146?)??? ?
(35?)??? ?
134??
Loss on early extinguishment of debt
??? ?
246???? ?
27???? ?
--???? ?
17???? ?
--??
Gain on lease termination
??? ? (22,896?)??? ?
--???? ?
--???? ?
--???? ?
--??
Interest expense
??? ? 41,650???? ? 43,272???? ? 44,817???? ? 46,412???? ? 45,611??
Interest and other income
??? ?
(138?)??? ?
(351?)??? ?
(238?)??? ?
(238?)??? ?
(114?)?
Losses (gains) on equity investments, net
??? ?
9,943???? ?
422???? ?
(40?)??? ? 64,448???? ? (22,932?)?
Dividend income
??? ?
--???? ?
--???? ?
--???? ?
(923?)??? ?
(923?)?
(Gain) loss on sale of properties
??? ?
(2,782?)??? ? (17,803?)??? ? (4,183?)??? ? (17,832?)??? ?
122??
Impairment of assets
??? ? 11,234???? ? 73,683???? ? 33,099???? ?
2,213???? ?
6,206??
Acquisition and certain other transaction
related costs
??? ?
663???? ?
1,893??? ? ?
2,492???? ?
903???? ?
7,814??
General and administrative
??? ?
8,832???? ?
8,741???? ?
9,604???? ?
8,867???? ?
9,816??
Depreciation and amortization
??? ? 68,430???? ? 69,503???? ? 73,368???? ? 73,924???? ? 72,230??
Property NOI
??? ? 125,882???? ? 129,467???? ? 130,744???? ? 141,810???? ? 149,064??
Non-cash amortization included in property
operating expenses(2)
??? ?
(199?)??? ?
(200?)??? ?
(199?)??? ?
(199?)??? ?
(199?)?
Lease value amortization
??? ?
(1,873?)??? ? (1,869?)??? ? (1,842?)??? ? (1,555?)??? ? (1,525?)?
Non-cash straight line rent adjustments
??? ?
(1,153?)??? ?
(958?)??? ? (1,186?)??? ?
(430?)??? ? (1,934?)?
Cash Basis NOI
???$ 122,657????$ 126,440????$ 127,517????$ 139,626????$ 145,406??
?
(1) The calculations of NOI and Cash Basis NOI exclude certain components of net income (loss) in order to
provide results that are more closely related to our property level results of operations. We calculate NOI and
Cash Basis NOI as shown above. We define NOI as income from our real estate less our property operating
expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we
record as depreciation and amortization. We define Cash Basis NOI as NOI excluding non-cash straight line
rent adjustments, lease value amortization, lease termination fee amortization, if any, and non-cash
amortization included in property operating expenses. NOI and
?
?
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Document Outline

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