UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 21, 2006
SENIOR HOUSING PROPERTIES TRUST
Maryland | 001-15319 | 04-3445278 |
| (State of organization) | (Commission file number) | (I.R.S. Employer Identification Number) |
400 Centre Street, Newton, Massachusetts 02458 |
617-796-8350
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 14, 2006, Senior Housing Properties Trust, or the Company, issued 5,000,000 of its common shares of beneficial interest, par value $0.01 per share, or Common Shares, at $22.06 per share in an underwritten public offering. In connection with this offering, the Company granted the underwriters an option to purchase up to an additional 750,000 Common Shares at $22.06 per share to cover over-allotments, if any, within 30 days from the date of the related underwriting agreement. On November 21, 2006, the Company issued an additional 750,000 Common Shares pursuant to this over-allotment option. The estimated net proceeds from both issuances, after underwriting and other offering expenses, were $120.8 million. The Company expects to use the net proceeds to reduce amounts outstanding on its revolving bank credit facility.
A final prospectus supplement relating to the Common Shares has been 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 is not permitted.
WARNING REGARDING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM 8-K 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 INTENDED USE OF THE PROCEEDS OF THE OFFERING. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT BELIEFS AND EXPECTATIONS, BUT MAY NOT OCCUR DUE TO MANY DIFFERENT REASONS, SOME OF WHICH ARE BEYOND THE COMPANY’S CONTROL. YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SENIOR HOUSING PROPERTIES TRUST By: /s/ John R. Hoadley | ||
John R. Hoadley Treasurer and Chief Financial Officer | ||
Date: November 27, 2006