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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2025
Diversified Healthcare Trust
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-15319 |
|
04-3445278 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts
02458-1634
(Address of Principal Executive Offices) (Zip Code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title Of Each Class |
|
Trading Symbol(s) |
|
Name Of Each Exchange
On Which Registered |
| Common
Shares of Beneficial Interest |
|
DHC |
|
The
Nasdaq Stock Market LLC |
| 5.625%
Senior Notes due 2042 |
|
DHCNI |
|
The
Nasdaq Stock Market LLC |
| 6.25%
Senior Notes due 2046 |
|
DHCNL |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on
Form 8-K, the terms “we,” “our,” “us” and “the Company” refer to Diversified Healthcare
Trust.
Senior
Secured Notes Transaction
On September
26, 2025, we completed a private offering of $375,000,000 in aggregate principal amount of our 7.250% senior secured notes due 2030, or
the Notes. The net proceeds from the offering were approximately $365.9 million, after deducting estimated discounts and commissions to
the initial purchasers and other estimated fees and expenses. We used a portion of the net proceeds to fund the partial redemption of
our senior secured notes due 2026, or the 2026 Notes, as further described below, and intend to use the remaining net proceeds to pay
fees and expenses associated with such redemption and for general business purposes.
After purchasing
the Notes from us, the initial purchasers offered and sold the Notes only to persons reasonably believed to be qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, and outside the United States to non-United
States persons in compliance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or
under any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The Notes
are fully and unconditionally guaranteed (i) on a joint, several and senior secured basis, by certain of our subsidiaries that own 36
fee-owned real properties located in the United States, and (ii) on a joint, several and unsecured basis, by all of our subsidiaries that
guarantee the 2026 Notes on an unsecured basis and all of our subsidiaries that currently guarantee our 4.375% senior notes due 2031,
or such guarantors collectively, the Subsidiary Guarantors. The Notes and the guarantees provided by the Subsidiary Guarantors that own
the 36 real properties are secured by a first-priority lien and security interest on 100% of the equity interests in each such Subsidiary
Guarantor.
The Notes
and the guarantees thereof were issued under our indenture, dated as of September 26, 2025, or the Indenture, among us, the Subsidiary
Guarantors and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
We may redeem
some or all of the Notes at the redemption prices and on the terms specified in the Indenture. The Notes are subject to certain restrictive
financial and operating covenants, including covenants that restrict our ability to incur debts in excess of calculated amounts, that
require us to maintain certain financial ratios and that restrict certain activities of the Subsidiary Guarantors that own the 36 real
properties.
The foregoing
description of the Notes is not complete and is subject to and qualified in its entirety by reference to the copy of the Indenture attached
hereto as Exhibit 4.1, which is incorporated by reference herein.
2026
Notes Redemption
In connection
with the closing of the offering of the Notes, on September 26, 2025, we redeemed a portion of the outstanding 2026 Notes for a redemption
price equal to the principal amount of approximately $307.0 million.
Warning
Concerning Forward-Looking Statements
This Current
Report on Form 8-K 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 we use words such as “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of
these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our 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 our forward-looking statements as a result of various factors. For example, the current intentions
with respect to the use of remaining net proceeds from the offering of the Notes may not occur when or as expected or at all.
The information
contained in our filings with the Securities and Exchange Commission, or the SEC, including under the caption “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2024, identifies other important factors that could cause our actual
results to differ materially from those stated in or implied by our forward-looking statements. Our 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, we do not intend to update or change any forward-looking statements as a result of new information, future events or
otherwise.
| Item 9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
| 4.1 | Indenture, dated as of September 26, 2025, between the Company, certain subsidiaries of the
Company named therein as guarantors and U.S. Bank Trust Company, National Association, relating to the Company’s 7.250% Senior Secured
Notes due 2030, including form thereof. |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL Document). |
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.
| |
DIVERSIFIED HEALTHCARE TRUST |
| |
|
| |
By: |
/s/ Matthew C. Brown |
| |
Name: |
Matthew C. Brown |
| |
Title: |
Chief Financial Officer and Treasurer |
Date: September 29, 2025
