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Diversified Healthcare Trust and Office Properties Income Trust Announce Agreement to Merge in All-Share Transaction
Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential Ensures Immediate Debt Covenant Compliance, Enhances
About this update from Diversified Healthcare Trust
[{"type":"text","content":"\nCreates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential\n\n\nEnsures Immediate Debt Covenant Compliance, Enhances Access to Capital and Financial Flexibility to Execute the SHOP Recovery and Capital Plan, and Enables the Refinancing of 2024 Debt Maturities\n\n\nDHC Shareholders to Receive 0.147 Shares of OPI Common Stock for Each Share of DHC Stock;\nRepresents Implied Premium of 20% to DHC’s 30-Trading Day Average Closing Price\n\n\nDHC Shareholders to Benefit from OPI’s Attractive Distribution;\na 267% Increase as Compared to DHC’s Current Distribution\n\n\nJoint Conference Call Today at 8:30 a.m. Eastern Time\n\n\n NEWTON, Mass.--(BUSINESS WIRE)--\nDiversified Healthcare Trust (Nasdaq: DHC) today announced that it has entered into a definitive merger agreement with Office Properties Income Trust (Nasdaq: OPI), pursuant to which OPI will acquire all of the outstanding common shares of DHC in an all-share transaction. The transaction was unanimously recommended by special committees of the respective Board of Trustees of OPI and DHC, comprised of independent, disinterested trustees, and unanimously approved by the respective Board of Trustees. OPI will be the surviving entity in the merger and intends to change its name to “Diversified Properties Trust” upon closing of the transaction and is expected to trade on The Nasdaq Stock Market LLC.\n\n\nPursuant to the terms of the merger agreement, DHC shareholders will receive 0.147 shares of OPI for each common share of DHC based on a fixed exchange ratio, which represents an implied value of $1.70 per DHC common share and a 20% premium to the average closing price of DHC common shares for the 30 trading days ended on April 10, 2023, resulting in DHC shareholders owning approximately 42% of the combined company, and OPI shareholders owning approximately 58% of the combined company.\n\n\nUpon the closing of the transaction, DHC shareholders will benefit from the combined company’s expected cash distribution of $0.25 per share per quarter, or $1.00 per year, which is a 267% increase on a pro rata basis from DHC’s current distribution level of $0.01 per share per quarter, or $0.04 per year. The merger is expected to be immediately accretive to DHC shareholders on a pro rata basis and is expected to result in annual general and administrati...