SNH 8-K
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 15, 2006
SENIOR
HOUSING PROPERTIES TRUST
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Maryland
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001-15319
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04-3445278
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(State
of organization)
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(Commission
file number)
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(I.R.S.
Employer Identification Number)
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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:
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))
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ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A
REGISTRANT.
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On
November 15, 2006, Senior Housing Properties Trust, or the Company, amended
and
extended the maturity of its unsecured $550 million revolving bank credit
facility. As a result of this amendment, the maturity date of the credit
facility was extended to December 31, 2010, with an option (subject to the
payment of a fee) to extend the credit facility by one additional
year.
Several
additional amendments were made to the terms of the Company’s credit facility.
Interest paid on drawings under the credit facility was reduced from LIBOR
plus
100 basis points to LIBOR plus 80 basis points, subject to adjustment based
on
changes to the Company’s leverage ratio and credit ratings. Certain financial
and other covenants in the credit facility were also amended to reflect current
market conditions.
Borrowings
under the Company’s credit facility are unsecured. Funds available under this
credit facility may be drawn, repaid and redrawn until maturity and no principal
payment is due until maturity. This credit facility also provides for
acceleration of payment of all amounts payable under the credit facility upon
the occurrence and continuation of certain events of default. The proceeds
of
this credit facility are available for general business purposes, including
acquisitions.
WARNING
CONCERNING 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. THESE
INCLUDE STATEMENTS REGARDING FUTURE AVAILABILITY OF BORROWINGS UNDER THE
COMPANY’S CREDIT FACILITY AND A FEATURE UNDER WHICH THE COMPANY MAY EXPAND THE
MAXIMUM AVAILABILITY UNDER THE CREDIT FACILITY. ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE, THE COST AND CONTINUED
AVAILABILITY OF BORROWINGS UNDER THE CREDIT FACILITY ARE SUBJECT TO THE
COMPANY’S SATISFYING CERTAIN FINANCIAL COVENANTS AND MEETING OTHER CUSTOMARY
CONDITIONS. SIMILARLY, THE COMPANY’S INCREASE OF THE MAXIMUM AVAILABILITY IS
SUBJECT TO OBTAINING ADDITIONAL COMMITMENTS FROM LENDERS, WHICH COULD BE
IMPACTED BY CHANGES IN OUR FINANCIAL CONDITION, THE ECONOMY OR THE CAPITAL
MARKETS. MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S CONTROL. FORWARD LOOKING
STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. 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.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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10.1
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First
Amendment to Amended and Restated Credit Agreement, dated as of November
15, 2006, by and among Senior Housing Properties Trust, Wachovia
Bank,
National Association, as Administrative Agent and the additional
agents,
arrangers and financial institutions signatory
thereto.
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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.
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SENIOR
HOUSING PROPERTIES TRUST
By:
/s/ David J.
Hegarty
David
J.
Hegarty
President
and
Chief Operating Officer
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Date:
November 17, 2006