SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 18, 2001
SENIOR HOUSING PROPERTIES TRUST
(Exact name of registrant as specified in charter)
Maryland 001-15319 04-3445278
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification number)
400 Centre Street, Newton, Massachusetts 02458
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 617-796-8350
Item 5. Other Events
A. Sale of Trust Preferred Securities. On June 18, 2001, we priced an
underwritten public offering of one million 10.125% Trust Preferred Securities
(the "Trust Preferred Securities") of our subsidiary, SNH Capital Trust I (the
"Trust"). Each Trust Preferred Security has a liquidation amount of $25, which
was also the public offering price. The Trust Preferred Securities, along with
common securities which the Trust is issuing to us or one of our subsidiaries,
will represent the beneficial interest in the assets of the Trust. Distributions
on the Trust Preferred Securities will be payable quarterly, beginning on
September 15, 2001, at the rate of 10.125% of the stated liquidation amount per
year, or approximately $2.53 per Trust Preferred Security per year. We have also
granted to the underwriters an option to purchase an additional 150,000 Trust
Preferred Securities from the Trust at the public offering price within 30 days
from June 18, 2001 to cover overallotments.
The Trust will invest the proceeds of the offering and of its issuance
of common securities to us in $25,773,200 of our Junior Subordinated Debentures
(the "Junior Subordinated Debentures"). If the overallotment option is exercised
in full, the Trust will invest the proceeds of the additional Trust Preferred
Securities and of additional common securities in an additional $3,866,000 of
Junior Subordinated Debentures. We expect to use the net proceeds of the
offering of the Trust Preferred Securities, after our payment of underwriting
commissions and other expenses in connection with the offering and the issuance
of the Junior Subordinated Debentures, to repay outstanding borrowings under our
revolving credit facility.
The Junior Subordinated Debentures bear interest at the rate of 10.125%
per year, payable quarterly in arrears, unless deferred, and mature on June 15,
2041. We have the right to redeem the Junior Subordinated Debentures before
their maturity any time on or after June 15, 2006 in whole or in part, or in
whole at any time within 180 days following the occurrence and during
continuance of certain changes in tax or investment company laws and
regulations. The redemption price in any such case is 100% of the principal
amount of Junior Subordinated Debentures being redeemed, plus accrued and unpaid
interest.
The Trust is required to redeem all of the outstanding Trust Preferred
Securities when the Junior Subordinated Debentures are repaid at maturity. The
Trust is also obligated to use the cash it receives from the redemption of the
Debentures to redeem a proportionate amount of the Trust Preferred Securities
and its common securities.
We will guarantee (the "Guarantee") the payments of all amounts due on
the Trust Preferred Securities to the extent the Trust has funds available for
payment of those amounts. The Guarantee does not cover payments when the Trust
does not have sufficient funds.
We have the right on one or more occasions to defer the quarterly
interest payments on the Junior Subordinated Debentures for up to 20 consecutive
quarterly periods, in any event not extending beyond the maturity date of the
Junior Subordinated Debentures. We may also elect to shorten or lengthen any
deferral period, but we may not begin a new deferral period until we have paid
all accrued interest from the previous deferral period. If we defer interest
payments on the Junior Subordinated Debentures, the Trust will also defer
distribution on the Trust Preferred Securities. Any deferred interest on the
Junior Subordinated Debentures will accrue additional
interest an annual rate of 10.125%, compounded quarterly, to the extent
permitted by law, and as a result, any deferred distributions on the Junior
Subordinated Debentures will accumulate additional amounts at an annual rate of
10.125%, compounded quarterly, to the extent permitted by law.
During any period during which we defer interest payments on Junior
Subordinated Debentures, we are not permitted and our subsidiaries are not
permitted to:
o declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect
to, any of the our shares of beneficial interest;
o make any payment of principal of or interest or premium, if
any, on, or repay, repurchase or redeem any of our
indebtedness that ranks on a parity with or junior to the
Junior Subordinated Debentures in right of payment; or
o make any guarantee payments with respect to any guarantee we
have given of indebtedness of any subsidiary, if such
guarantee ranks on parity with or junior to the Junior
Subordinated Debentures in right of payment.
The foregoing restrictions do not apply to any of the following:
o dividends or distributions payable solely in our common shares
or equivalent securities,
o any reclassification of any class of our shares of beneficial
interest,
o any declaration of a dividend in connection with the
implementation of certain shareholder rights protection and
similar plans described in the supplemental indenture relating
to the Junior Subordinated Debentures ("Rights Plans"),
o the issuance of any of our shares of beneficial interest under
any Rights Plan or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan,
o payments under the Guarantee, or
o purchases of our common shares or equivalent securities
related to common shares or equivalent securities or rights
issued under any of our benefit plans for our trustees,
officers, employees, consultants or advisors or the directors,
officers, employees, consultants or advisors of our advisor.
Our obligations under the Junior Subordinated Debentures and the
Guarantee are unsecured obligations which are subordinate and junior in right of
payment to our senior indebtedness. For that purpose, our senior indebtedness
includes:
o any of our indebtedness for borrowed or purchased money,
whether or not evidenced by bonds, debentures, notes or other
written instruments,
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o our obligations for reimbursement under letters of credit,
banker's acceptances, security purchase facilities or similar
facilities issued for our account,
o any of our indebtedness or other obligations with respect to
commodity contracts (including but not limited to contracts in
the spot, forward and markets, options, and contracts for
differences), interest rate commodity and currency swap
agreements, cap, floor and collar agreements, currency spot
and forward contracts, and other similar agreements or
arrangements designed to protect against fluctuations in
commodity prices, currency exchange or interest rates, and
o any guarantees, endorsements (other than by endorsement of
negotiable instruments for collection in the ordinary course
of business) or other similar contingent obligations in
respect of obligations of others of a type described above,
whether or not such obligation is classified as a liability on
a balance sheet prepared in accordance with generally accepted
accounting principles,
in each case described above, whether now outstanding or hereafter incurred, and
excluding (1) obligations ranking on a parity with the Junior Subordinated
Debentures or ranking junior to the Junior Subordinated Debentures and (2) our
obligations to trade creditors.
The Trust Preferred Securities have been approved for listing on the
New York Stock Exchange, and we expect that trading will commence within 30 days
following the date on which they are first issued.
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
THE PRIVATE SECURITIES REFORM ACT OF 1995, INCLUDING THOSE RELATING TO THE
SETTLEMENT AND LISTING AND TRADING OF THE TRUST PREFERRED SECURITIES. THESE
FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT EXPECTATIONS, BUT THESE
STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED. FOR
EXAMPLE, EVEN IF LISTED, AN ACTIVE TRADING MARKET IN THE TRUST PREFERRED
SECURITIES MAY NOT DEVELOP. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE UPON
FORWARD LOOKING STATEMENTS.
B. Additional Information Relating to Trustee. One of our trustees, Dr.
Bruce M. Gans, has recently become Executive Vice President and Chief Medical
Officer at Kessler Rehabilitation Corporation and no longer serves in his
positions at North Shore Long Island Jewish Health System or Albert Einstein
College of Medicine.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
1.6 Underwriting Agreement, dated as of June 18, 2001, between Senior
Housing Properties Trust, certain of its subsidiaries and the
underwriters named therein relating to the 10.125% Trust Preferred
Securities.
4.3 Form of Junior Subordinated Indenture between Senior Housing Properties
Trust and State Street Bank and Trust Company as trustee.
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4.3(a) Form of Supplemental Indenture No. 1 to Indenture by and between Senior
Housing Properties Trust and State Street Bank and Trust Company as of
June 21, 2001 Supplemental to the Indenture dated as of June 21, 2001.
4.6 Form of 10.125% Junior Subordinated Debenture (Contained in Exhibit A
of the Supplemental Indenture No. 1, a form of which is filed as
Exhibit 4.3(a) hereto).
4.18 Form of Amended and Restated Trust Agreement among SNH Capital Trust
Holdings as sponsor, State Street Bank and Trust Company as property
trustee and the regular trustees named therein relating to SNH Capital
Trust I.
4.18(a) Form of 10.125% Trust Preferred Securities (Contained in Exhibit C of
the Amended and Restated Trust Agreement, a form of which is filed as
Exhibit 4.18 hereto).
4.19 Form of Guarantee Agreement between Senior Housing Properties Trust and
State Street Bank and Trust Company relating to the Preferred
Securities of SNH Capital Trust I.
4.20 Form of Agreement as to Expenses and Liabilities between Senior Housing
Properties Trust and SNH Capital Trust I.
8.1 Opinion of Sullivan & Worcester LLP re: tax matters.
23.1 Consent of Sullivan & Worcester LLP (Contained in Exhibit 8.1).
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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/ David J. Hegarty
Name: David J. Hegarty
Title: President, Chief Operating Officer
and Chief Financial Officer
Date: June 20, 2001