Five Star Senior Living Inc. (Nasdaq: FVE) today announced that the Securities and Exchange Commission (“SEC”) has declared Five Star’s registration statement on Form S-1 (File No. 333-233983) effective as of 4:30 p.m. on December 16, 2019.
The registration statement relates to the Five Star shares of common stock being issued to Senior Housing Properties Trust (Nasdaq: SNH) and the shareholders of SNH in connection with the Transaction Agreement (the “Transaction Agreement”) entered into on April 1, 2019 between SNH and Five Star. Pursuant to the Transaction Agreement, SNH declared a pro rata distribution of the right to receive Five Star common shares (the “Five Star Share Payment Dividend”). SNH shareholders of record as of 5:00 p.m., Eastern Time, on December 13, 2019 are entitled to receive those rights and the shares of Five Star common stock to be issued with respect to those rights. The Five Star Share Payment Dividend and the related Five Star common share issuances are expected to occur as of January 1, 2020 and are subject to the satisfaction or waiver of certain conditions described in the Transaction Agreement, including, among others, the continued effectiveness of Five Star’s registration statement for the Five Star common share issuances.
The SEC’s Notice of Effectiveness may be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales 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.
About Five Star Senior Living Inc.
Five Star Senior Living Inc. is a senior living and healthcare services company. As of September 30, 2019, Five Star operated 267 senior living communities with 31,116 living units located in 32 states, including 190 communities (20,948 living units) that it owned or leased and 77 communities (10,168 living units) that it managed. These communities include independent living, assisted living, continuing care retirement and skilled nursing communities. Five Star is headquartered in Newton, Massachusetts.
Warning Concerning 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 Five Star uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, Five Star is making forward-looking statements. These forward-looking statements are based upon Five Star’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 Five Star’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Five Star’s control. For example:
- This press release states that Five Star expects the Five Star Share Payment Dividend and the related issuances of shares of Five Star common stock to occur as of January 1, 2020. However, the Five Star Share Payment Dividend and the related Five Star common share issuances are subject to conditions, including, among others, the continued effectiveness of Five Star’s registration statement for the Five Star common share issuances. Five Star cannot be sure that any or all of the remaining conditions will be satisfied or waived. If the closing of the restructuring transactions pursuant to the Transaction Agreement is extended to January 1, 2021 or to some other date, the Five Star Share Payment Dividend and the related Five Star common share issuances will be similarly extended, the terms may change, or the Five Star Share Payment Dividend and the related Five Star common share issuances may not occur.
The information contained in Five Star’s filings with the Securities and Exchange Commission, or SEC, including under “Risk Factors” in Five Star’s periodic reports, or incorporated therein, identifies other important factors that could cause Five Star’s actual results to differ materially from those stated in or implied by Five Star’s forward-looking statements. Five Star’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, Five Star does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.