Obligation Diversified Health Trust 4.75% ( US81721MAK53 ) en USD

Diversified Health Trust

99.55 % ▼

Etats-unis

US81721MAK53 ( en USD )

4.75% par an ( paiement semestriel )

01/05/2024 - Obligation échue

Prospectus brochure de l'obligation Diversified Healthcare Trust US81721MAK53 en USD 4.75%, échue

81721MAK5

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 ( Etats-unis ) , en USD, avec le code ISIN US81721MAK53, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2024

http://www.sec.gov/Archives/edgar/data/1075415/000104746914004153...
424B5 1 a2219871z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-182468
CALCULATION OF REGISTRATION FEE

Maximum Amount
Amount of
Title of Each Class of Securities Offered

to be Registered
Registration Fee(1)

3.25% Senior Notes due 2019

$400,000,000
$51,520

4.75% Senior Notes due 2024

$250,000,000
$32,200

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To prospectus dated June 29, 2012)
$400,000,000 3.25% Senior Notes Due 2019
$250,000,000 4.75% Senior Notes Due 2024
COMPANY
·
We are a real estate investment trust, or REIT, which invests in senior living properties, including apartment buildings for
aged residents, independent living properties, assisted living facilities, nursing homes, wellness centers and properties
leased to medical providers, medical related businesses, clinics and biotech laboratory tenants.
USE OF PROCEEDS
·
We expect to use the net proceeds from this offering for general business purposes, including funding in part the pending
acquisition described below in "Recent Developments" or other possible future acquisitions of properties, and may use a
portion of the net proceeds to repay certain mortgage notes, as more fully described below under "Use of Proceeds."
NOTES
·
We are offering $400,000,000 aggregate principal amount of our 3.25% senior notes due 2019, or the 2019 notes, and
$250,000,000 aggregate principal amount of our 4.75% senior notes due 2024, or the 2024 notes. The 2019 notes and the
2024 notes are referred to collectively as the notes.
·
Interest on the notes will be payable semi-annually on May 1 and November 1 each year, commencing November 1, 2014.
·
We may redeem either or both series of notes in whole at any time or in part from time to time before they mature at the
applicable redemption price described in this prospectus supplement under the caption "Description of notes -- Optional
Redemption of the Notes." If the 2019 notes are redeemed on or after February 1, 2019 (three months prior to their stated
maturity date), or the 2024 notes are redeemed on or after November 1, 2023 (six months prior to their stated maturity date),
the redemption price for such series will not include a Make-Whole Amount (as defined herein).
·
There is no sinking fund.
·
Each series of notes will be our senior unsecured obligations and will rank equally with the other series and 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.
·
Each series of notes constitutes a new issue of securities with no established trading market and 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, 2013, or our Annual Report.
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Public offering
Underwriting
Proceeds, before

price(1)

discount
expenses, to us(1)
Per 2019 Note

99.926%
0.600%
99.326%
Total
$ 399,704,000 $
2,400,000 $
397,304,000
Per 2024 Note

99.684%
0.650%
99.034%
Total
$ 249,210,000 $
1,625,000 $
247,585,000
(1)
Plus accrued interest, if any, from April 28, 2014, 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 notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about April 28, 2014.
Joint Book-Running Managers
Citigroup

Jefferies

Morgan Stanley

Wells Fargo Securities
Joint Lead Managers
BBVA

BofA Merrill Lynch

PNC Capital Markets LLC
RBC Capital Markets

Regions Securities LLC

UBS Investment Bank
Co-Managers
Capital One Securities

Comerica Securities

Mizuho Securities

RBS
Santander

SMBC Nikko

TD Securities

US Bancorp

The date of this prospectus supplement is April 23, 2014.
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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-9

Ratio of earnings to fixed charges
S-9

Description of notes
S-10

Description of other indebtedness
S-15

Material federal income tax considerations
S-17

Underwriting
S-22

Legal matters
S-24

Experts
S-24

Where you can find more information
S-24

Glossary
S-25

Prospectus dated June 29, 2012

About this prospectus
i

Prospectus summary
1

Risk factors
1

Warning concerning forward looking statements
2

Ratio of earnings to fixed charges
6

Use of proceeds
6

Description of debt securities
7

Description of shares of beneficial interest
18

Description of depositary shares
24

Description of warrants
28

Description of certain provisions of Maryland law and of our declaration of trust and bylaws
29

Selling security holders
43

Plan of distribution
43

Legal matters
44
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Experts
44

Where you can find more information
45

Information incorporated by reference
45
References in this prospectus supplement to "we," "us," "our" and "SNH" mean Senior Housing Properties Trust and its
consolidated subsidiaries, unless the context otherwise requires. References in this prospectus supplement to the "2019 notes" mean
the 3.25% senior notes due 2019 offered hereby, to the "2024 notes" mean the 4.75% senior notes due 2024 offered hereby, and to the
"notes" mean the 2019 notes and the 2024 notes, collectively.
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.
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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 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 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 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 fiscal year ended December 31, 2013;
·
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, 2013 from our definitive Proxy Statement for our 2014 Annual
Meeting of Shareholders filed with the SEC on April 21, 2014; and
·
Our Current Reports on Form 8-K filed with the SEC on January 6, 2014, February 14, 2014 (Item 1.01 and Exhibit 2.01
only), April 10, 2014 and April 18, 2014.
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
·
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 02458-1634
(617) 796-8234
[email protected]
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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" in this prospectus supplement and the accompanying prospectus.
Our Company
We are a real estate investment trust, or REIT, which invests in senior living properties, including apartment buildings for aged
residents, independent living properties, assisted living facilities, nursing homes, wellness centers and properties leased to medical
providers, medical related businesses, clinics and biotech laboratory tenants, or MOBs. As of April 15, 2014, we owned 375 properties
(401 buildings) located in 40 states and Washington, D.C., including 13 properties (16 buildings) classified as held for sale. On that date,
the undepreciated carrying value of our properties, net of impairment losses, was $5.3 billion, excluding properties classified as held for
sale. As of December 31, 2013, 95% of our net operating income, or NOI, came 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 02458-1634 and
our telephone number is (617) 796-8350.
Recent Developments
Pending acquisition of one MOB (two buildings). In February 2014, we agreed to acquire one MOB (two buildings) located in
Boston, Massachusetts with 1,651,037 square feet for a total purchase price of approximately $1.125 billion, excluding closing costs. We
anticipate that, when we purchase this property, we will lease an aggregate of approximately 1.1 million square feet of laboratory and
office space to Vertex Pharmaceuticals Incorporated through 2028 for an initial annualized rental income (including straight line rent
adjustment and reimbursable expenses) of $75.2 million. We expect this acquisition to close in May 2014; however the closing of this
acquisition is contingent upon closing conditions. Accordingly, we can provide no assurance that we will purchase this property. Based on
market conditions, we currently intend to finance the acquisition using the proceeds of the equity offering described below and the proceed
of this offering, and, to the extent such amounts are insufficient, the proceeds of other unsecured or secured debt.
Acquisition of one MOB (one building). In April 2014, we acquired one MOB (one building) for approximately $32.7 million
including the assumption of approximately $15.6 million of mortgage debt, excluding closing costs. The MOB is located in San Antonio,
Texas and includes 125,240 square feet.
Equity Offering. On April 23, 2014, we closed the offering of an aggregate of 15,525,000 common shares of beneficial ownership
We intend to use the approximately $322.9 million of net proceeds of that offering (after deducting estimated offering expenses and
underwriters' discounts) to repay amounts outstanding under our revolving credit facility and for general business purposes, including
funding in part the pending acquisition described above or other possible future acquisitions of properties.

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THE OFFERING
Issuer
Senior Housing Properties Trust.
Securities offered
$400,000,000 aggregate principal amount of 3.25% senior notes due 2019 and

$250,000,000 aggregate principal amount of 4.75% senior notes due 2024.
Maturity
2019 notes -- May 1, 2019

2024 notes -- May 1, 2024
Interest rate
2019 notes -- 3.25% per annum

2024 notes -- 4.75% per annum
Interest payment dates
Semi-annually on May 1 and November 1 of each year, commencing November 1, 2014.
Ranking
Each series of notes will be senior unsecured obligations of Senior Housing Properties Trust
and will rank equally with the other series and 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 either or both series of notes at any time at our option in whole or in part. The
redemption price for a series of notes will equal the outstanding principal of the notes being
redeemed plus accrued and unpaid interest and the applicable Make-Whole Amount (as define
herein), if any. If the 2019 notes are redeemed on or after February 1, 2019 (three months prior
to their stated maturity date) or the 2024 notes are redeemed on or after November 1, 2023 (six
months prior to their stated maturity date), the redemption price for such series will not include
a Make-Whole Amount (as defined herein). See "Description of the notes -- Optional
Redemption of the Notes."

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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 any additional Secured Debt if the aggregate principal amount o
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 under "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 of each series 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 Trus
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 of the same series 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 $644.5 million after
deducting the underwriting discount and other estimated offering expenses payable by us. We
expect to use the net proceeds from this offering for general business purposes, including
funding in part the pending acquisition described above in "Recent Developments" or other
possible future acquisitions of properties and may use a portion of the net proceeds to repay
certain mortgage notes, as more fully described below under "Use of proceeds."
Risk Factors
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, 2013.

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