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SNH > SEC Filings for SNH > Form 8-K on 4-Feb-2009All Recent SEC Filings

Show all filings for SENIOR HOUSING PROPERTIES TRUST | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SENIOR HOUSING PROPERTIES TRUST


4-Feb-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On February 4, 2009, Senior Housing Properties Trust, or the Company, priced an underwritten public offering of 5,500,000 common shares of beneficial interest. The Company expects to issue and deliver these shares on or about February 9, 2009. The public offering price was $17.30 per share. The Company expects to use the $90.94 million of net proceeds of the offering (after estimated expenses and underwriters' commissions) for the repayment of borrowings outstanding under the Company's revolving credit facility and for general business purposes, including funding pending or possible future acquisitions of properties. The Company also granted the underwriters an option to purchase an additional 825,000 common shares to cover over-allotments, if any.

A prospectus supplement relating to these common shares will be filed with the Securities and Exchange Commission. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE COMPANY'S ISSUANCE OF THE COMMON SHARES (INCLUDING THE OVER-ALLOTMENT OPTION) AND ITS INTENDED USE OF THE PROCEEDS. 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. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.



Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

1.1    Underwriting Agreement, dated as of February 4, 2009, between the Company
       and the underwriters named therein relating to the issuance and sale of up
       to 6,325,000 of the Company's common shares of beneficial interest.
5.1    Opinion of Venable LLP.
8.1    Opinion of Sullivan & Worcester LLP as to tax matters.
23.1   Consent of Venable LLP (contained in Exhibit 5.1).
23.2   Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1).


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