DHC to merge with OPI; DHC shareholders receive 0.147 OPI shares each, OPI renamed

DIVERSIFIED HEALTHCARE TRUST

Merger: DHC merges into OPI; DHC shareholders get 0.147 OPI shares per DHC share; OPI renamed Diversified Properties Trust.
Conditions include approvals from DHC and OPI shareholders, regulatory clearance, OPI credit facility extension/replacement, tax opinions; target close by Sep 29, 2023.
Termination fees: DHC pays $5.9M if terminates for superior proposal; OPI pays $11.2M.
OPI secured $368M bridge commitment from JPMorgan to finance the merger.
RMR waives termination fees under management agreements upon merger close.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DIVERSIFIED HEALTHCARE TRUST entered into Agreement and Plan of Merger with Office Properties Income Trust (effective 2023-04-11).

Action: entry
Agreement: merger
Counterparty: Office Properties Income Trust
Effective: 2023-04-11

Exact text from the filing

On April 11, 2023, we and Office Properties Income Trust, or OPI, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions thereof, we will be merged with and into OPI, with OPI continuing as the surviving entity in the merger, or the Merger.

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85 material agreements filed in the last 30 days. Browse all material agreements →

DIVERSIFIED HEALTHCARE TRUST filing history →

Source: SEC EDGAR

accession 0001104659-23-044625

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