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| HRP > SEC Filings for HRP > Form 8-K on 24-Dec-2008 | All Recent SEC Filings |
24-Dec-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhibi
As previously reported in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, or the March 31 Quarterly Report, filed with the Securities and Exchange Commission on May 9, 2008, we agreed to sell up to 48 medical office, clinic and biotech laboratory buildings, or MOBs, to Senior Housing Properties Trust, or SNH, pursuant to a series of Purchase and Sale Agreements, or the Purchase Agreements, dated as of May 5, 2008. The agreements to purchase these 48 MOBs were more fully described in the March 31 Quarterly Report.
As of the date of this report, we have closed on the sale of 37 of these MOBs, including 8 MOBs located in Maryland, Massachusetts, Florida, Virginia and the District of Columbia the closing of the sales of which we and SNH, pursuant to the terms of the applicable Purchase Agreements, accelerated to December 22, 2008. These 37 MOBs were sold for purchase prices aggregating approximately $346.8 million, excluding closing costs. We and SNH agreed to accelerate the closing of the purchase of one of the remaining 11 MOBs, which is located in New York and has a purchase price of approximately $19.9 million, excluding closing costs, to January 2009. In addition, because a third party consent was not received, one of the Purchase Agreements was amended so that one of the remaining MOBs, with a purchase price of approximately $3.0 million, excluding closing costs, is no longer subject to the Purchase Agreement. Nonetheless, we may receive such consent and SNH may ultimately purchase such MOB.
In order to facilitate our plans to conduct tax-deferred exchanges under
Section 1031 of the Internal Revenue Code, on December 23, 2008, we entered into
amendments to the Purchase Agreements with respect to nine of the remaining
MOBs, which have purchase prices aggregating approximately $195.3 million,
excluding closing costs, located in California, Oklahoma, Virginia and the
District of Columbia. Under the terms of these amendments, we and SNH agreed to
delay the closings of the sales of these nine MOBs from dates ranging from
December 2008 through April 2009 to new dates ranging from January 2010 through
May 2010. The amendments also (1) eliminated the right of either party to
accelerate the closing dates of these MOBs unless the parties mutually consent
otherwise; (2) extended our obligation to provide SNH with capital expenditure
budgets into 2010 and (3) changed the allocation at the closing of each of these
sales of certain leasing expenses and capital expenditures to be based upon our
and SNH's respective periods of ownership, rather than being allocated to SNH
from and after May 5, 2008.
The description of the amendments to the Purchase Agreements are qualified in their entirety by reference to the copies of the amendments to the Purchase Agreements, which are filed as Exhibits 10.1 to 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
SNH became a publicly owned company as a result of a spin off from HRPT Properties Trust in 1999. For a further description of our relationship with SNH and Reit Management & Research LLC, a company which provides management services to us and SNH, please see the March 31 Quarterly Report.
(d) Exhibits.
10.1 First Amendment to Purchase Agreement, dated as of December 23, 2008, between Senior Housing Properties Trust and HUB Properties Trust (with respect to Amelia Building, 855 Kempsville Road, Norfolk, Virginia).
10.2 First Amendment to Purchase Agreement, dated as of December 23, 2008, between Senior Housing Properties Trust and HUB Properties Trust (with respect to 1145 19th Street, NW, Washington, DC).
10.3 First Amendment to Purchase Agreement, dated as of December 23, 2008, between Senior Housing Properties Trust and HUB Properties Trust (with respect to Oklahoma Clinics, 8315 So. Walker Ave., 701 NE 10thStreet, 200 N. Bryant, 600 National Ave., Oklahoma City, Oklahoma).
10.4 First Amendment to Purchase Agreement, dated as of December 23, 2008, between Senior Housing Properties Trust and HUB Properties Trust (with respect to Torrey Pines, 3030-50, Science Park Road, San Diego, California).
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