UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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): September 10, 2009 (September 10, 2009)

 

SENIOR HOUSING PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

 

617-796-8350

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01               Other Events.

 

On September 10, 2009, Senior Housing Properties Trust, or the Company, priced an underwritten public offering of 6,500,000 common shares of beneficial interest.  The Company expects to issue and deliver these shares on or about September 15, 2009.  The public offering price was $19.44 per share.  The Company expects to use the $120.7 million of net proceeds of the offering (after estimated expenses and underwriters’ commissions) for general business purposes, including funding pending or possible future acquisitions of properties.  The Company also granted the underwriters an option to purchase an additional 975,000 common shares to cover over-allotments, if any.

 

A prospectus supplement relating to these common shares will be filed with the Securities and Exchange Commission.  This Current Report on Form 8-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 of qualification under the securities laws of any such state or jurisdiction.

 

WARNING CONCERNING FORWARD LOOKING STATEMENTS

 

THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS.  FOR EXAMPLE:

 

·              THIS REPORT STATES THAT THE SETTLEMENT OF THE SALE OF COMMON SHARES IS EXPECTED TO OCCUR ON SEPTEMBER 15, 2009.  IN FACT, THE SETTLEMENT OF THIS OFFERING 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 OCCUR, THIS OFFERING MAY NOT CLOSE.

 

·              THIS REPORT STATES THAT THE UNDERWRITIERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 975,000 COMMON SHARES TO COVER OVER-ALLOTMENTS, IF ANY.  AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART.  IN FACT, WE DO NOT KNOW WHETHER THIS OPTION, OR ANY PART OF IT, WILL BE EXERCISED, AND THE UNDERWRITERS MAY NOT DO SO.

 

FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)		Exhibits
1.1		Underwriting Agreement, dated as of September 10, 2009, between the Company and the underwriters named therein relating to the issuance and sale of up to 7,475,000 of the Company’s common shares of beneficial interest.
5.1		Opinion of Venable LLP.
8.1		Opinion of Sullivan & Worcester LLP as to tax matters.
23.1		Consent of Venable LLP (contained in Exhibit 5.1).
23.2		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/ Richard A. Doyle
		Name:	Richard A. Doyle
		Title:	Treasurer and Chief Financial Officer

 

Date: September 10, 2009

 

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