Proxy Solicitation & Information Statement • Jul 19, 2023
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☒ Definitive Additional Materials
☐ Soliciting Material Under § 240.14a-12
| DIVERSIFIED HEALTHCARE TRUST |
|---|
| (Name of Registrant as Specified In Its Charter) |
| FLAT FOOTED, LLC MARC ANDERSEN |
| (Name of Persons(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Flat Footed LLC, a Delaware limited liability company (“Flat Footed”), together with the other participant named herein, has filed a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes in connection with its opposition to proposals to be presented at the special meeting of shareholders (the “Special Meeting”) of Diversified Healthcare Trust, a Maryland corporation (the “Company”).
Item 1: On July 19, 2023, Flat Footed issued the following press release:
Flat Footed LLC Issues Statement Regarding Growing Shareholder Opposition to Diversified Healthcare Trust’s Proposed Merger with Office Properties Income Trust
Offers to Meet with Leadership to Discuss Superior Alternatives to the Value-Destructive Deal
Believes DHC and OPI’s Recent Fear-Mongering and Delay Tactics are Desperate Attempts to Salvage the Deal Following Recent Public Shareholder Opposition
Visit www.SaveDHC.com and Learn How to Vote AGAINST the Deal on the GOLD Proxy Card
WILSON, Wyo.--(BUSINESS WIRE)--Flat Footed LLC (together with its affiliates, “FFL” or “we”) is a top shareholder of Diversified Healthcare Trust (Nasdaq: DHC) (“DHC” or the “Company”), owning approximately 9.8% of the Company’s outstanding common shares. Today, FFL issued the following statement in response to growing shareholder opposition to the Company’s proposed merger with Office Properties Income Trust (Nasdaq: OPI) (“OPI”).
“In recent weeks, it has been encouraging to learn that fellow equity holders share our concerns regarding the value-destructive DHC-OPI merger. Significant shareholders, including D.E. Shaw and H/2 Capital Partners, have announced their opposition to the deal because it does not serve shareholders’ best interests and have suggested alternative solutions to the Company’s near-term challenges. Rather than pursue these superior alternatives, DHC has cancelled meetings, removed the Special Meeting date in the latest proxy amendment, and resorted to fear-mongering tactics regarding the Company’s financial condition in hopes it will help earn support for the deal. The reality is that FFL, and clearly a large portion of the shareholder base, want DHC to pursue alternative paths to this transaction and have indicated a willingness to help the Company realize shareholder value. As a long-term, significant investor, FFL is interested in meeting with DHC to help it assess targeted asset sales, as well as other credible alternatives to the merger. It is time for the Company to stop dragging its feet and terminate this deal today.”
FFL Urges DHC Shareholders to Vote AGAINST ALL of the Company’s Proposals on the GOLD Proxy Card.
Voting AGAINST DHC’s Proposed Merger with OPI and the Company’s Adjournment Proposal Can Protect the Value of Your Investment.
Visit www.SaveDHC.com to Sign Up for Important Updates and Obtain Information on How to Vote the GOLD Proxy Card.
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About Flat Footed
Flat Footed LLC is a special situation, value-oriented investment management firm focused on leveraged, asset-heavy companies with complex capital structures. The Flat Footed LLC team has cumulatively managed $2.8 billion since founding their first fund together in 1999. For more information, visit www.flatfootedllc.com .
Contacts
For Investors:
Flat Footed LLC
Okapi Partners LLC
Mark Harnett
(212) 297-0720
For Media:
Longacre Square Partners
Greg Marose / Charlotte Kiaie, 646-386-0091
Item 2: On July 19, 2023, Flat Footed posted the following materials to www.SaveDHC.com, certain of which were previously filed with the SEC:
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