Diversified Healthcare Trust (DHC), a publicly-traded real estate investment trust (REIT) focusing on high-quality healthcare and senior housing properties, and publicly-traded REIT Office Properties Income Trust (OPI) have agreed to merge in an all-stock transaction. Upon closing, the combined entity will be traded on the Nasdaq as Diversified Properties Trust.
Under the terms of the deal, DHC shareholders will receive 0.147 shares of OPI for each common share of DHC based on a fixed exchange ratio, for an implied value of $1.70 per DHC share (as of April 10, 2023). DHC shareholders will own 42% of Diversified Properties Trust immediately following the closing. In connection with the transaction, OPI secured a bridge commitment for a $368 million secured financing facility and agreed to recast its $750 million revolving credit facility.
The S&C team advising a special committee of the Board of Trustees of DHC includes Melissa Sawyer, Lauren Boehmke and Andrew Klokiw. Neal McKnight, Robert Schlein and Joyce Kwok are advising on financing matters. Isaac Wheeler is advising on tax matters. Jeannette Bander is advising on compensation matters.
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