Obligation Diversified Health Trust 6.75% ( US81721MAG42 ) en USD

Diversified Health Trust

100 % ⇌

Etas-Unis

US81721MAG42 ( en USD )

6.75% par an ( paiement semestriel )

14/12/2021 - Obligation échue

Prospectus brochure de l'obligation Diversified Healthcare Trust US81721MAG42 en USD 6.75%, échue

1 000 USD

300 000 000 USD

81721MAG4

BB- ( Spéculatif )

B1 ( Très spéculatif )

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 US81721MAG42, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2021

L'Obligation émise par Diversified Health Trust ( Etas-Unis ) , en USD, avec le code ISIN US81721MAG42, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Diversified Health Trust ( Etas-Unis ) , en USD, avec le code ISIN US81721MAG42, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1075415/000104746911009942...
424B5 1 a2206591z424b5.htm 424B5
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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-160480
CALCULATION OF REGISTRATION FEE
Maximum
Amount of
Amount to be
Registration
Title of Each Class of Securities Offered

Registered

Fee(1)

6.75% Senior Notes due 2021

$300,000,000
$34,380

(1)
Calculation in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
PROSPECTUS SUPPLEMENT
(To prospectus dated July 8, 2009)
$300,000,000
6.75% Senior Notes Due 2021
COMPANY
>
We are a real estate investment trust which owns independent and assisted living properties, continuing care retirement
communities, nursing homes, hospitals, wellness centers, and office buildings leased to medical providers or medical related
businesses, clinics and biotech laboratory tenants located throughout the U.S.
USE OF PROCEEDS
>
We expect to apply the net proceeds from this offering to repay amounts outstanding under our revolving credit facility and the
remainder for general business purposes, which may include funding possible future acquisitions of properties or the
repayment of all or a portion of our outstanding 85/8% senior notes due January 15, 2012.
NOTES
>
We are offering $300,000,000 aggregate principal amount of our 6.75% senior notes due 2021.
>
Interest on the notes will be payable semi-annually on June 15 and December 15 each year, commencing June 15, 2012.
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>
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 June 15, 2021 (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 and to our secured
indebtedness.
>
The notes will not be listed on any national securities exchange.
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, 2010 and our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2011 and
September 30, 2011.

Per Note

Total

Public offering price(1)
98.219% $ 294,657,000
Underwriting discount

0.650% $
1,950,000
Proceeds, before expenses, to us(1)
97.569% $ 292,707,000
(1)
Plus accrued interest, if any, from December 8, 2011, 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 December 8, 2011.
Joint Book-Running Managers
UBS Investment Bank
BofA Merrill Lynch
RBC Capital Markets Wells Fargo Securities
Joint Lead Managers
Citigroup

Jefferies

Morgan Keegan

Morgan Stanley
Co-managers
BNY Mellon Capital
BB&T Capital Markets

Markets, LLC

Capital One Southcoast
Comerica Securities

Mitsubishi UFJ Securities

PNC Capital Markets LLC

RBS

SMBC Nikko

TD Securities

US Bancorp
The date of this prospectus supplement is December 5, 2011.
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus supplement

Incorporation of certain information by reference

S-iii
Prospectus supplement summary

S-1
Warning concerning forward looking statements

S-4
Use of proceeds

S-7
Ratio of earnings to fixed charges

S-7
Description of notes

S-8
Description of other indebtedness

S-12
Material federal income tax considerations

S-14
Underwriting (conflicts of interest)

S-19
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
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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 unless otherwise expressly stated or the context otherwise requires. References in this
prospectus supplement to "notes" mean the 6.75% senior notes due 2021 offered hereby.
This prospectus supplement contains a description of the terms of the notes. A description of the indenture relating to our debt
securities is set forth in the accompanying prospectus under the heading "Description of debt securities". This prospectus supplement,
or 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
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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 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.
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Incorporation of certain information 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 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, 2010, or our Annual Report;
>
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011;
>
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 2011 Annual Meeting of Shareholders filed February 24, 2011; and
>
Our Current Reports on Form 8-K dated December 8, 2010, January 10, 2011, March 8, 2011, May 13, 2011, May 17, 2011
(as amended by our Current Report on Form 8-K/A dated August 12, 2011), June 27, 2011, June 28, 2011, September 1, 2011,
September 23, 2011, two Current Reports on Form 8-K dated October 12, 2011 and two Current Reports on Form 8-K dated
December 5, 2011.
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
Two Newton Place
255 Washington Street, Suite 300
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.
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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 owns independent and assisted living properties, continuing care retirement
communities, nursing homes, hospitals, wellness centers, and office buildings leased to medical providers or medical related
businesses, clinics and biotech laboratory tenants, or MOBs, located throughout the U.S. As of December 2, 2011, we owned 361
properties located in 37 states and Washington, D.C. with a book value of $4.3 billion before accumulated depreciation. Ninety-four
percent (94%) of our rents come from properties where a majority of the charges are paid from private resources.
Our principal place of business is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 and our
telephone number is (617) 796-8350.
RECENT DEVELOPMENTS
Since the announcement of our 2011 third quarter results on October 27, 2011, we have entered into an agreement to acquire one
senior living community with 92 living units located in Alabama for $11.3 million, excluding closing costs. We expect to fund this
acquisition using cash on hand (which may include a portion of the net proceeds of this offering) and borrowings under our revolving
credit facility. Our purchase of this property is subject to various conditions, including satisfactory completion of due diligence and
regulatory approvals. We currently expect to complete this purchase during the first quarter of 2012, but we can provide no assurance
that we will purchase this property.
Also since October 27, 2011, we have completed the previously reported purchases of one senior living community with 57 living
units located in California and three MOBs with approximately 138,606 square feet located in Virginia and Indiana for an aggregate
purchase price of $43.7 million, excluding closing costs. We funded these acquisitions using cash on hand, borrowings under our
revolving credit facility and by assuming approximately $9.7 million of mortgage debt.
As previously reported in September 2011, we have agreed to purchase nine large senior living rental communities for
$478.0 million, including $164.0 million of assumed mortgage debt on certain communities and excluding closing costs. These
communities are currently operated by Vi® as Classic Residence, and were formerly known as Classic Residence by Hyatt®. The
nine communities include 2,226 living units and are located in six states. In the next several days, we expect to close the acquisition
of eight of these communities for approximately $379.0 million, including $132.0 million of assumed mortgage debt and excluding
costs. We expect the purchase of the one remaining community in New York to be delayed into 2012 because of required regulatory
and other third party approvals, including obtaining healthcare licensing approval from the state of New York. We currently expect to
fund these purchases using cash on hand (which may include a portion of the net proceeds of this offering), borrowings under our
revolving credit facility and by assuming approximately $164.0 million of mortgage debt. Because of various closing conditions, we
can provide no assurance that we will purchase any of these properties.
S-1
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THE OFFERING
Issuer
Senior Housing Properties Trust.
Securities offered
$300,000,000 aggregate principal amount of 6.75% senior
notes due 2021.
Maturity
December 15, 2021.
Interest rate
6.75% per annum.
Interest payment dates
Semi-annually on June 15 and December 15 of each year,
commencing June 15, 2012.
Ranking
The notes will be senior unsecured obligations and will rank
equally with all of our existing and future unsecured senior
indebtedness.

The notes will be effectively subordinated to all existing and
future indebtedness of our subsidiaries, including guarantees
by our subsidiaries of borrowings under our revolving 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 and unpaid
interest and the Make-Whole Amount (as defined herein), if
any. If the notes are redeemed on or after June 15, 2021
(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".
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.
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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
We estimate that our net proceeds from this offering will be
approximately $292.3 million. We intend to apply our net
proceeds from this offering to repay borrowings under our
revolving credit facility and the remainder for general business
purposes, which may include funding possible future
acquisitions of properties or the repayment of all or a portion
of our outstanding 85/8% senior notes due January 15, 2012.
See "Use of proceeds" in this prospectus supplement.
Conflicts of interest
As described in "Use of proceeds," some of the net proceeds
of this offering will be used to repay borrowings under our
revolving credit facility. Because affiliates of one or more of
the underwriters, including UBS Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital
Markets, LLC and Wells Fargo Securities, LLC, are lenders
under our revolving credit facility, it is possible that more than
5% of the proceeds of this offering (not including the
underwriting discount) may be received by the underwriters or
their affiliates.

Nonetheless, in accordance with the Financial Industry
Regulatory Authority Rule 5121, the appointment of a qualified
independent underwriter is not necessary in connection with
this offering because we, the issuer of the notes in this offering,
are a REIT.
S-3
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