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| SNH > SEC Filings for SNH > Form 8-K on 11-Sep-2009 | All Recent SEC Filings |
11-Sep-2009
Other Events, Financial Statements and Exhibits
On September 10, 2009, Senior Housing Properties Trust, or the Company, priced an underwritten public offering of 6,500,000 common shares of beneficial interest. The Company expects to issue and deliver these shares on or about September 15, 2009. The public offering price was $19.44 per share. The Company expects to use the $120.7 million of net proceeds of the offering (after estimated expenses and underwriters' commissions) 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 975,000 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 or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such state or jurisdiction.
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS. FOR EXAMPLE:
† THIS REPORT STATES THAT THE SETTLEMENT OF THE SALE OF COMMON SHARES IS EXPECTED TO OCCUR ON SEPTEMBER 15, 2009. IN FACT, THE SETTLEMENT OF THIS OFFERING IS SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE CUSTOMARY IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE CONDITIONS ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES OCCUR, THIS OFFERING MAY NOT CLOSE.
† THIS REPORT STATES THAT THE UNDERWRITIERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 975,000 COMMON SHARES TO COVER OVER-ALLOTMENTS, IF ANY. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, WE DO NOT KNOW WHETHER THIS OPTION, OR ANY PART OF IT, WILL BE EXERCISED, AND THE UNDERWRITERS MAY NOT DO SO.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
(d) Exhibits
1.1 Underwriting Agreement, dated as of September 10, 2009, between the
Company and the underwriters named therein relating to the issuance and
sale of up to 7,475,000 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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