Diversified Healthcare Trust and Office Properties Income Trust agreed to end their previously announced merger agreement that was scheduled for a shareholder vote on Wednesday.
The scuttled deal leaves Diversified Healthcare with $700 million of debt coming due by 2024, for which it has disclosed it would be unable to refinance in its entirety. It viewed the merger with Office Properties as one way to help with dealing with the debt.
The two real estate investment trusts are sister companies of Newton, Massachusetts-based REIT sponsor RMR Group.
The merger had drawn sharp opposition from shareholders.
Flat Footed, a Wilson, Wyoming-based investor that owns 9.8% of Diversified Healthcare, was the first investor to voice its opposition to the proposed merger in May after the REITs announced their intent to merge in April.
Flat Footed commented on the decision to terminate the deal with the below statement:
“We are pleased that management and the board of trustees concluded that the transaction with [Office Properties Income] is not in the best interests of [Diversified Healthcare] and its shareholders,” Flat Footed said in a statement emailed to CoStar News. “In recent months, a critical mass of shareholders and independent proxy advisory firms voiced their dissatisfaction with the consideration and strategic rationale for the proposed deal.”
Standalone DHC Preferred
“We continue to believe that a standalone DHC can address its near-term debt maturities and realize the full potential of the company’s senior housing portfolio to ultimately maximize shareholder value,” the investment firm said.
Diversified Healthcare declined to comment to CoStar News beyond the announcement of the termination.
Diversified Healthcare disclosed in June that the performance of its senior housing operating portfolio has not been strong enough nor consistent enough since the outbreak of the pandemic to be able to facilitate a refinancing.
For the four quarters ended March 31, the company said it would have needed $81.3 million of additional income to be in compliance with its required annual debt service levels.
Flat Footed had argued that Diversified Healthcare’s debt coming due is supported by over $1 billion in collateral.
As such, its debt maturities could be “easily addressed through targeted asset sales including, but not limited to 27 senior housing facilities,” Flat Footed said.