Obligation Diversified Health Trust 6.75% ( US81721MAE93 ) en USD

Diversified Health Trust

100 % ⇌

Etas-Unis

US81721MAE93 ( en USD )

6.75% par an ( paiement semestriel )

15/04/2020 - Obligation échue

Prospectus brochure de l'obligation Diversified Healthcare Trust US81721MAE93 en USD 6.75%, échue

1 000 USD

200 000 000 USD

81721MAE9

N/A

N/A

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 US81721MAE93, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2020

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Table of Contents
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Amount
Amount of
Title of Each Class of Securities Offered
to be Registered
Registration Fee(1)

6.75% Senior Notes due 2020
$200,000,000
$14,260

(1)
Calculation in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-160480
PROSPECTUS SUPPLEMENT
(To prospectus dated July 8, 2009)
$200,000,000

Senior Housing Properties Trust
6.75% Senior Notes Due 2020
COMPANY
>
We are a real estate investment trust which invests in senior housing properties, including continuing care retirement communities, independent living
properties, assisted living facilities, nursing homes, hospitals, wellness centers and medical office, clinic and biotech laboratory buildings.
USE OF PROCEEDS
>
We expect to apply the net proceeds from this offering to fund the redemption of the approximately $97.5 million aggregate principal outstanding amount of
our 77/8% senior notes due April 15, 2015, to repay approximately $58.0 million in borrowings under our revolving bank credit facility and for general
business purposes.
NOTES
>
We are offering $200,000,000 aggregate principal amount of our 6.75% senior notes due 2020.

>
Interest on the notes will be payable semi-annually on April 15 and October 15 each year, beginning October 15, 2010.

>
We may redeem the notes in whole at any time or in part from time to time before they mature at the redemption price described in this prospectus
supplement under the caption "Description of notes--Optional Redemption of the Notes." If the notes are redeemed on or after October 15, 2019 (six
months prior to the stated maturity date for the notes), the redemption price will not include a Make-Whole Amount (as defined herein).

>
There is no sinking fund.

>
The notes will be our senior unsecured obligations and will rank equally with all of our other existing and future unsecured senior indebtedness. The notes
will be effectively subordinated to all liabilities of our Subsidiaries (as defined herein) and to our secured indebtedness.

>
The notes will not be listed on any national securities exchange or traded.
Investing in the notes involves risks that are described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31,
2009.
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Per Note
Total

Public offering price(1)
98.926% $
197,852,000

Underwriting discount
1.250% $
2,500,000

Proceeds, before expenses, to SNH(1)
97.676% $
195,352,000

(1)
Plus accrued interest, if any, from April 9, 2010, if settlement occurs after such 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 notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about April 9, 2010.
Joint Book-Running Managers
UBS Investment
BofA Merrill
Jefferies &
Wells Fargo
Bank

Lynch
Company
Securities
Joint Lead Managers
Citi Morgan Keegan & Company, Inc. Morgan Stanley
RBC Capital Markets
Co-Managers
BMO Capital Markets BNY Mellon Capital Markets, LLC Capital One Southcoast Comerica Securities
Credit Agricole CIB Daiwa Capital Markets ING PNC Capital Markets LLC RBS Scotia Capital
SunTrust Robinson Humphrey TD Securities U.S. Bancorp Investments, Inc.
The date of this prospectus supplement is April 6, 2010.
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus supplement

Incorporation of certain information by reference

ii
Prospectus supplement summary
S-1
Warning concerning forward looking statements
S-3
Use of proceeds
S-7
Ratio of earnings to fixed charges
S-7
Description of notes
S-8
Description of other indebtedness
S-13
Material federal income tax considerations
S-15
Underwriting
S-20
Legal matters
S-22
Experts
S-22
Where you can find more information
S-22
Glossary
S-23
Prospectus dated July 8, 2009

About this prospectus

ii
Warning concerning forward looking statements

iv
Senior Housing Properties Trust

1
Risk factors

1
SNH Capital Trusts

1
Use of proceeds

2
Description of debt securities

2
Description of shares of beneficial interest

11
Description of depositary shares

18
Description of warrants

22
Description of trust preferred securities and trust guarantee

23
Description of certain provisions of Maryland law and of our declaration of trust
and bylaws

26
Selling security holders

36
Plan of distribution

37
Validity of the offered securities

41
Experts

41
Where you can find more information

41
Documents incorporated by reference

41
In this prospectus supplement, the terms "SNH", "Senior Housing", "we", "us", and "our" include Senior Housing Properties
Trust and its consolidated Subsidiaries (as defined herein) unless otherwise expressly stated or the context otherwise
requires. References in this prospectus supplement to "notes" mean the 6.75% senior notes due 2020 offered hereby.
You should rely only on the information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with
different information. If anyone provides 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 and the accompanying
prospectus, as well as information we previously filed with the Securities and Exchange Commission, or the SEC, and
incorporated by reference, is accurate only as of their respective dates. Our business, financial condition, results of operations
and prospects may have changed since those dates.
i
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Table of Contents

Incorporation of certain information by reference
The SEC allows us to "incorporate by reference" the information we file with them, 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 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, 2009;

>
The information identified as incorporated by reference under Items 10, 11, 12, 13 and 14 of Part III of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2009 from our definitive Proxy Statement for our 2010
Annual Meeting of Shareholders filed February 22, 2010; and

>
Our Current Reports on Form 8-K dated January 13, 2010, March 29, 2010 and April 6, 2010.
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 notes offering:
>
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

>
Any reports filed under Section 15(d) of the Exchange Act.
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
Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
(617) 796-8234
[email protected]
The information in, or accessible through, our website is not incorporated by reference into this prospectus supplement.
ii
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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 "Incorporation
of certain information by reference".
OUR COMPANY
We are a real estate investment trust, or REIT, which invests in senior living properties, including continuing care retirement
communities, independent living properties, assisted living facilities, nursing homes, hospitals, wellness centers and medical
office, clinic and biotech laboratory buildings. As of December 31, 2009, we owned 298 properties located in 35 states and
Washington, D.C. with a book value of $3.3 billion before depreciation and after impairment write downs. Ninety-
one percent (91%) of our rents come from properties where a majority of the charges are paid from private resources. As of
December 31, 2009, the annual rents from our properties totaled $328.8 million.
We are organized as a Maryland REIT. Our principal place of business is 400 Centre Street, Newton, Massachusetts 02458
and our telephone number is (617) 796-8350.
THE OFFERING
Issuer
Senior Housing Properties Trust.

Securities offered
$200,000,000 aggregate principal amount of 6.75% senior notes due 2020.

Maturity
April 15, 2020.

Interest rate
6.75% per annum.

Interest payment dates
Semi-annually on April 15 and October 15 of each year, commencing October 15, 2010.

Ranking
The notes will be senior unsecured obligations and will rank equally with all of our
future unsecured senior indebtedness.

The notes will be effectively subordinated to all existing and future indebtedness of our
Subsidiaries (as defined herein), including guarantees by our Subsidiaries of borrowings
under our revolving bank credit facility. The notes will also be effectively subordinated
to our existing and future secured indebtedness.

Optional redemption
We may redeem the notes at any time at our option in whole or in part. The redemption
price will equal the outstanding principal of the notes being redeemed plus accrued
interest and the Make-Whole Amount (as defined herein), if any. If the notes are
redeemed on or after October 15, 2019 (six months prior to the stated maturity of the
notes), the redemption price will not include a Make-Whole Amount. See "Description
of the notes--Optional Redemption of the Notes."
S-1
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Certain covenants
The notes indenture contains various covenants, including the following:

> We will not be able to incur additional Debt if the aggregate principal amount of
our outstanding Debt is greater than 60% of Adjusted Total Assets.

> We will not be able to incur additional Debt if the aggregate principal amount of
our outstanding Secured Debt is greater than 40% of Adjusted Total Assets.

> We will not be able to incur additional Debt unless our Consolidated Income
Available for Debt Service is at least 1.5 times our Annual Debt Service.

> We will maintain Total Unencumbered Assets of at least 1.5 times our Unsecured
Debt.

These covenants are complex and are described in more detail at "Description of
notes--Certain Covenants".

Sinking fund
The notes are not entitled to any sinking fund payments.

Form and denomination
The notes will be initially issued in book-entry form only. Notes issued in book-entry
form will be evidenced by one or more fully registered global securities deposited with
or on behalf of The Depository Trust Company and registered in the name of The
Depository Trust Company or its nominee. Interests in the global securities will be
shown on, and transfers thereof will be effected only through, records maintained by
The Depository Trust Company (with respect to its participants) and its participants
(with respect to beneficial owners). Except in limited circumstances, notes issued in
book-entry form will not be exchangeable for notes issued in registered certificated
form.

Trustee, registrar and paying agent U.S. Bank National Association.

Use of proceeds
To fund the redemption of the approximately $97.5 million aggregate principal
outstanding amount of our 77/8% senior notes due April 15, 2015, to repay
approximately $58.0 million in borrowings under our revolving bank credit facility and
for general business purposes.
S-2
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Warning concerning forward looking statements
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, INCLUDING THE DOCUMENTS
THAT ARE INCORPORATED BY REFERENCE, CONTAIN STATEMENTS AND IMPLICATIONS WHICH
CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. ALSO, WHENEVER WE USE
WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE", OR SIMILAR
EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING
STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD
LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING
STATEMENTS IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, INCLUDING
THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE, RELATE TO VARIOUS ASPECTS OF OUR
BUSINESS, INCLUDING:
>
OUR ABILITY TO PURCHASE OR SELL PROPERTIES,

>
OUR ABILITY TO RAISE DEBT OR EQUITY CAPITAL,

>
OUR ABILITY TO PAY INTEREST AND DEBT PRINCIPAL AND MAKE DISTRIBUTIONS, AND PAY THE
AMOUNT OF ANY SUCH DISTRIBUTIONS,

>
OUR ABILITY TO RETAIN OUR EXISTING TENANTS AND MAINTAIN CURRENT RENTAL RATES,

>
OUR POLICIES AND PLANS REGARDING INVESTMENTS AND FINANCINGS,

>
OUR ABILITY TO RENEW OR REFINANCE OUR REVOLVING BANK CREDIT FACILITY,

>
OUR TAX STATUS AS A REIT,

>
OUR RESPONSIBILITIES UNDER THE FEDERAL NATIONAL MORTGAGE ASSOCIATION, OR FNMA,
LOAN,

>
OUR BELIEF THAT FIVE STAR QUALITY CARE, INC., OR FIVE STAR, OUR FORMER SUBSIDIARY,
WHICH, AS OF DECEMBER 31, 2009, IS RESPONSIBLE FOR 57% OF OUR CURRENT ANNUALIZED
RENTS, HAS ADEQUATE FINANCIAL RESOURCES AND LIQUIDITY TO MEET ITS OBLIGATIONS TO
US,

>
OUR EXPECTATION THAT WE WILL BENEFIT FINANCIALLY BY PARTICIPATING IN THE INSURANCE
COMPANY WITH REIT MANAGEMENT & RESEARCH LLC, OR RMR, AND COMPANIES TO WHICH RMR
PROVIDES MANAGEMENT SERVICES,

>
OUR EXPECTATION THAT WE WILL REDEEM SOME OF OUR SENIOR NOTES, AND

>
OTHER MATTERS.
OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR
FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS,
RESULTS OF OPERATIONS, FINANCIAL
S-3
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Warning concerning forward looking statements
CONDITION, FUNDS FROM OPERATIONS, CASH AVAILABLE FOR DISTRIBUTION, CASH FLOWS, LIQUIDITY
AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO:
>
THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS, INCLUDING THE
RECENT CHANGES IN THE CAPITAL MARKETS, ON US AND OUR TENANTS,

>
ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR MANAGING TRUSTEES, FIVE STAR
AND RMR AND ITS RELATED ENTITIES AND CLIENTS,

>
COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS,
ACCOUNTING RULES, TAX RATES AND SIMILAR MATTERS,

>
LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN
ORDER FOR US TO QUALIFY AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES, AND

>
COMPETITION WITHIN THE REAL ESTATE INDUSTRY OR THOSE INDUSTRIES IN WHICH OUR
TENANTS OPERATE.
FOR EXAMPLE:
>
FIVE STAR MAY EXPERIENCE FINANCIAL DIFFICULTIES AS A RESULT OF A NUMBER OF FACTORS,
INCLUDING, BUT NOT LIMITED TO:

>
INCREASES IN INSURANCE AND TORT LIABILITY COSTS,

>
INEFFECTIVE INTEGRATION OF NEW ACQUISITIONS,

>
CHANGES IN THE ECONOMY GENERALLY OR GOVERNMENTAL POLICIES WHICH REDUCE
THE DEMAND FOR THE SERVICES FIVE STAR OFFERS,

>
CHANGES IN REGULATIONS EFFECTING ITS OPERATIONS, AND

>
CHANGES IN MEDICARE AND MEDICAID PAYMENTS WHICH COULD RESULT IN A
REDUCTION OF RATES OR A FAILURE OF THESE RATES TO MATCH FIVE STAR'S COST
INCREASES.

>
IF FIVE STAR'S OPERATIONS BECOME UNPROFITABLE, FIVE STAR MAY BECOME UNABLE TO PAY
OUR RENTS,

>
FIVE STAR HAS AGREED TO UNDERTAKE CERTAIN REPORTING AND OTHER REQUIREMENTS
UNDER THE FNMA MORTGAGE LOAN TO US. AN IMPLICATION OF THIS MAY BE THAT WE HAVE
BEEN RELEASED OF THESE OBLIGATIONS TO FNMA. IN FACT, WE REMAIN RESPONSIBLE TO FNMA
FOR ALL REQUIREMENTS ARISING UNDER THE MORTGAGE AND LOAN DOCUMENTS AND WE WILL
BE RESPONSIBLE TO PERFORM THE OBLIGATIONS WHICH FIVE STAR HAS ASSUMED IN THE EVENT
FIVE STAR FAILS TO SATISFY THESE OBLIGATIONS. ALSO, CERTAIN OF THE OBLIGATIONS ARISING
UNDER THE MORTGAGE DOCUMENTS RELATE TO FIVE STAR'S OPERATIONS OF THE MORTGAGED
PROPERTIES WHICH MAY BE BEYOND OUR CAPACITY TO PERFORM,

>
THE TERMS OF THE LEASE REALIGNMENT AGREEMENT BETWEEN US AND FIVE STAR, OR THE
LEASE REALIGNMENT AGREEMENT, WERE NEGOTIATED BY SPECIAL COMMITTEES OF THE
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