CUSIP No. 25525P107
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 18, 2023, the Reporting Persons delivered a letter (the “Letter”) to the Board of Trustees of the Issuer (the “Board”) expressing the Reporting Persons’ belief that the Issuer would benefit from a better alignment of interests with its outside manager, The RMR Group (“RMR”), with respect to promoting targeted asset sales to improve liquidity. Accordingly, the Reporting Persons would be highly supportive of an appropriate warrant program (or similar arrangement) designed to reward RMR for successfully consummating such targeted sales or otherwise materially enhancing shareholder value. The Reporting Persons are aware that at least one third party recently approached the Issuer regarding potentially acquiring certain of the Issuer’s assets, including its medical office and life science buildings, but we are unaware of any engagement by the Issuer with a potential purchaser. The Reporting Persons do not have any further details about either the expressions of interest or if the proposals should be reasonably acceptable to the Issuer, but the Reporting Persons encourage the Board to explore them.
Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 239,786,763 Shares outstanding as of July 27, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 1, 2023.
(a) | As the investment manager of the Funds, Flat Footed may be deemed to beneficially own the 23,487,000 Shares held by the Funds. |
Percentage: Approximately 9.8%
(b) 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 23,487,000 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 23,487,000 |
(c) | Flat Footed has not entered into any transactions in the Shares during the past sixty days. |
(a) | As the Managing Member of Flat Footed, Mr. Andersen may be deemed to beneficially own the 23,487,000 Shares held by the Funds. |
Percentage: Approximately 9.8%
(b) 1. | Sole power to vote or direct vote: 0 |
| 2. | Shared power to vote or direct vote: 23,487,000 |
| 3. | Sole power to dispose or direct the disposition: 0 |
| 4. | Shared power to dispose or direct the disposition: 23,487,000 |
(c) | Mr. Andersen has not entered into any transactions in the Shares during the past sixty days. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
The Funds hold (i) $1,260,000 aggregate principal amount of the Company’s 4.750% senior unsecured notes due 2024, (ii) $4,000,000 aggregate principal amount of the Company’s 9.750% senior unsecured notes due 2025, (iii) $28,015,000 aggregate principal amount of the Company’s 4.750% senior unsecured notes due 2028, (iv) $59,300,000 aggregate principal amount of the Company’s 4.375% senior unsecured notes due 2031, (v) $39,309,450 aggregate principal amount of the Company’s 5.625% senior unsecured notes due 2042, and (vi) $18,094,900 aggregate principal amount of the Company’s 6.250% senior unsecured notes due 2046.