SENIOR HOUSING PROPERTIES TRUST (NASDAQ:SNH) Files An 8-K Other EventsItem 8.01. Other Events.
On February8, 2018, the Company agreed to sell $500,000,000 aggregate principal amount of its 4.750% Senior Notes due 2028, or the Notes, in an underwritten public offering. The Notes are expected to be issued on or about February12, 2018. The Notes will be issued under the Company’s Indenture dated as of February18, 2016, or the Base Indenture, and a supplemental indenture thereto, between the Company and U.S. Bank National Association. The Notes will be senior unsecured obligations of the Company. The Notes will have certain restrictive financial and operating covenants, including covenants that restrict the Company’s ability to incur debts, including debts secured by mortgages on the Company’s properties, in excess of calculated amounts, and require the Company to maintain various financial ratios.
The Notes were sold to the public at 98.312% of their principal amount. The Company expects to use the estimated $487.6 million of net proceeds after payment of the underwriting discount and other estimated offering expenses to reduce amounts outstanding under its revolving credit facility. Pending such application, the Company may invest the net proceeds in short term investments, some or all of which may not be investment grade rated.
A prospectus supplement relating to the Notes will be filed with the Securities and Exchange Commission, or the SEC. This Current Report on Form8-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 or qualification under the securities laws of any such state or jurisdiction.
The brief description of the covenants applicable to the Notes is qualified in its entirety by reference to such covenants as they appear in the supplemental indenture for the Notes, the form of which is filed as Exhibit4.1 to this Current Report on Form8-K, or in the Base Indenture, which is filed as Exhibit4.1 to the Company’s Current Report on Form8-K filed with the SEC on February18, 2016, and incorporated herein by reference.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM8-K CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORMACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER THE COMPANY USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, THE COMPANY IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAYNOT OCCUR. ACTUAL RESULTS MAYDIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE COMPANY’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
· THIS CURRENT REPORT ON FORM8-K STATES THAT THE COMPANY EXPECTS TO USE THE NET PROCEEDS FROM THIS OFFERING TO REDUCE AMOUNTS OUTSTANDING UNDER ITS REVOLVING CREDIT FACILITY. THE RECEIPT AND USE OF THESE PROCEEDS ARE DEPENDENT ON THE CLOSING OF THIS OFFERING AND MAYNOT OCCUR.
· THE ISSUANCE AND DELIVERY OF THE NOTES 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 DO NOT OCCUR, THIS OFFERING MAYNOT BE COMPLETED.