Senior Housing Properties Trust Announces Declaration of Five Star Senior Living Inc. Share Payment Dividend
05 December 2019 - 12:00AM
Business Wire
Senior Housing Properties Trust (Nasdaq: SNH) today announced
that its Board of Trustees has declared the pro rata distribution
of the right to receive Five Star Senior Living Inc. (Nasdaq: FVE
or “Five Star”) shares of common stock (the “Five Star Share
Payment Dividend”) payable to the holders of record of SNH’s
outstanding common shares of beneficial interest as of 5:00 p.m.,
Eastern Time, on December 13, 2019. The Five Star Share Payment
Dividend and the related Five Star common share issuances are
expected to occur on January 1, 2020, subject to possible extension
to January 1, 2021.
The Five Star Share Payment Dividend is being made in connection
with the Transaction Agreement (the “Transaction Agreement”)
entered into on April 1, 2019 between SNH and Five Star, pursuant
to which SNH and Five Star agreed to modify their existing business
arrangements. The Five Star Share Payment Dividend is subject to
the satisfaction or waiver of certain conditions described in the
Transaction Agreement, including the receipt of certain licensing
and other regulatory approvals, including the effectiveness of Five
Star’s registration statement for the shares of Five Star common
stock to be issued with respect to the Five Star Share Payment
Dividend.
Based on the anticipated number of Five Star common shares
outstanding following the Five Star common share issuances being
made pursuant to the Transaction Agreement, SNH expects that its
shareholders who receive the Five Star Share Payment Dividend will
receive approximately 0.07 of a Five Star common share for each SNH
common share held, subject to the payment of cash in lieu of any
fractional shares to be issued. No vote of SNH shareholders is
required with respect to the FVE Share Payment Dividend, and SNH
shareholders are not required to pay any consideration or surrender
or exchange any SNH common shares in order to receive the Five Star
Share Payment Dividend or any Five Star common shares in the
related Five Star common share issuances.
The Five Star common shares to be issued in connection with the
Five Star Share Payment Dividend will be issued pursuant to a
Registration Statement on Form S-1, to be declared effective by the
Securities and Exchange Commission (“SEC”). This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy any of the securities described herein, 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.
Senior Housing Properties Trust is a real estate investment
trust, or REIT, which owns medical office and life science
properties, senior living communities and wellness centers
throughout the United States. SNH is managed by the operating
subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative
asset management company that is headquartered in Newton, MA.
WARNING REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other securities laws.
Also, whenever SNH uses words such as “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and
negatives or derivatives of these or similar expressions, SNH is
making forward-looking statements. These forward-looking statements
are based upon SNH’s present intent, beliefs or expectations, but
forward-looking statements are not guaranteed to occur and may not
occur. Actual results may differ materially from those contained in
or implied by SNH’s forward-looking statements as a result of
various factors. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, some of which are
beyond SNH's control. For example:
- This press release states that SNH expects the Five Star Share
Payment Dividend and related Five Star common share issuances to
occur on January 1, 2020. However, the Five Star Share Payment
Dividend and related Five Star common share issuances are subject
to conditions, including, among others, the receipt of certain
licensing and other regulatory approvals, including the
effectiveness of Five Star’s registration statement for the shares
of Five Star common stock to be issued with respect to the Five
Star Share Payment Dividend. SNH cannot be sure that any or all of
such conditions will be satisfied or waived. If the closing of the
restructuring transactions pursuant to the Transaction Agreement is
extended, the Five Star Share Payment Dividend and Five Star common
share issuances may be extended to January 1, 2021 or to some other
date, the terms may change, or the Five Star Share Payment Dividend
and the Five Star common share issuances may not occur.
- The Five Star Share common share issuances are subject to the
SEC declaring effective the registration statement on Form S-1 that
Five Star previously filed with the SEC to register the Five Star
common shares to be issued pursuant to the Transaction Agreement.
When and whether the SEC declares the registration statement on
Form S-1 effective is beyond Five Star’s and SNH’s control. SNH
cannot be sure that the SEC will declare Five Star’s registration
statement on Form S-1 effective by December 31, 2019, or at
all.
The information contained in SNH’s filings with the SEC,
including under “Risk Factors” in SNH’s periodic reports, or
incorporated therein, identifies other important factors that could
cause SNH’s actual results to differ materially from those stated
in or implied by SNH’s forward-looking statements. SNH’s filings
with the SEC are available on the SEC's website at www.sec.gov.
You should not place undue reliance upon
forward-looking statements.
Except as required by law, SNH does not intend
to update or change any forward-looking statements as a result of
new information, future events or otherwise.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the Nasdaq. No
shareholder, Trustee or officer is personally liable for any act or
obligation of the Trust.
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version on businesswire.com: https://www.businesswire.com/news/home/20191204005269/en/
Michael Kodesch, Director, Investor Relations (617) 796-8234
www.snhreit.com
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