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Office Properties Income Trust and Diversified Healthcare Trust Announce Agreement to Merge in All-Share Transaction

Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential Gains Access to an Attractive Portfolio of Medical

articleDiversified Healthcare TrustApril 11, 20234/company/diversified-healthcare-trust/news/office-properties-income-trust-and-diversified-healthcare-trust-announce-agreement-to
Office Properties Income Trust and Diversified Healthcare Trust Announce Agreement to Merge in All-Share Transaction

About this update from Diversified Healthcare Trust

[{"type":"text","content":"\n Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential\n\n\nGains Access to an Attractive Portfolio of Medical Office and Life Science Properties and Provides Access to National, Private Pay Senior Living Communities Benefitting from Strategic Turnaround\n\n\nExpected to be Accretive to OPI Normalized Funds from Operations (NFFO) and Cash Available for Distribution (CAD) in the Second Half of 2024\n\n\nOPI Board Expects to Set Stabilized Distribution Rate to be Funded by More Diversified Income Sources \n\n\nJoint Conference Call Today 8:30 a.m. Eastern Time\n\n\n NEWTON, Mass.--(BUSINESS WIRE)--\nOffice Properties Income Trust (Nasdaq: OPI) today announced that it has entered into a definitive merger agreement with Diversified Healthcare Trust (Nasdaq: DHC), pursuant to which OPI will acquire all of the outstanding common shares of DHC in an all-share transaction. OPI will be the surviving entity in the merger and expects to change its name to “Diversified Properties Trust” upon the closing of the transaction and to continue to trade on The Nasdaq Stock Market LLC. 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.\n\n\nPursuant to the merger agreement, DHC shareholders will receive 0.147 shares of OPI for each common share of DHC based on a fixed exchange ratio resulting in OPI shareholders owning approximately 58% of the combined company, and DHC shareholders owning approximately 42% of the combined company.\n\n\nConcurrent with today’s announcement, OPI’s Board of Trustees announced that it expects to reset OPI’s cash distribution rate to $0.25 per share per quarter, or $1.00 per share per year, beginning in the second quarter of 2023. The new distribution rate will increase financial flexibility for OPI through the closing of the transaction and for the combined company post-closing.\n\n\nChristopher Bilotto, OPI’s President and Chief Operating Officer made the following statement:\n\n\n“The merger establishes the combined company as a larger, more diversified REIT, better positioned for long-term growth and value creation for OPI shareholders. DHC has an attractive portfolio of healthcare real estate...

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