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): November 21, 2006
SENIOR
HOUSING PROPERTIES TRUST
|
Maryland
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001-15319
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04-3445278
|
|
(State
of organization)
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(Commission
file number)
|
(I.R.S.
Employer Identification Number)
|
|
400
Centre Street, Newton, Massachusetts
02458
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617-796-8350
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
November 14, 2006, Senior Housing Properties Trust, or the Company, issued
5,000,000 of its common shares of beneficial interest, par value $0.01 per
share, or Common Shares, at $22.06 per share in an underwritten public offering.
In connection with this offering, the Company granted the underwriters an
option
to purchase up to an additional 750,000 Common Shares at $22.06 per share
to
cover over-allotments, if any, within 30 days from the date of the related
underwriting agreement. On November 21, 2006, the Company issued an additional
750,000 Common Shares pursuant to this over-allotment option. The estimated
net
proceeds from both issuances, after underwriting and other offering expenses,
were $120.8 million. The Company expects to use the net proceeds to reduce
amounts outstanding on its revolving bank credit facility.
A
final
prospectus supplement relating to the Common Shares has been 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 in which such offer,
solicitation or sale is not permitted.
WARNING
REGARDING FORWARD LOOKING STATEMENTS
THIS
CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF
1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING
WITH RESPECT TO THE COMPANY’S INTENDED USE OF THE PROCEEDS OF THE OFFERING.
THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT BELIEFS
AND EXPECTATIONS, BUT MAY NOT OCCUR DUE TO MANY DIFFERENT REASONS, SOME OF
WHICH
ARE BEYOND THE COMPANY’S CONTROL. YOU
SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS. EXCEPT AS
REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE
ANY
FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR
OTHERWISE.
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.
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SENIOR
HOUSING PROPERTIES TRUST
By:
/s/
John R. Hoadley
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| |
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John
R. Hoadley
Treasurer
and Chief Financial Officer
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Date:
November 27, 2006