DIVERSIFIED HEALTHCARE TRUST

Proxy Solicitation & Information Statement • Jun 29, 2023

DFAN14A 1 dfan14a13837002_06292023.htm

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. )

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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)

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☒ 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 June 29, 2023, Flat Footed issued the following press release and open letter to shareholders of the Company:

Flat Footed LLC Files Definitive Proxy Statement and Sends Letter to Diversified Healthcare Trust Shareholders

Urges Shareholders to Vote AGAINST the Merger with OPI to Position DHC for Long-Term Growth and Value Creation

Visit www.SaveDHC.com to Obtain Information on How to Vote the GOLD Proxy Card at the August 9 th Special Meeting

WILSON, Wyo.--(BUSINESS WIRE)--Flat Footed LLC (together with its affiliates, “FFL” or “we”), a top shareholder of Diversified Healthcare Trust (Nasdaq: DHC) (“DHC” or the “Company”) and the owner of approximately 9.8% of the outstanding common shares of the Company, today announced that it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission and sent a letter to shareholders in connection with its opposition to the Company’s proposed merger with Office Properties Income Trust (Nasdaq: OPI) (“OPI”).

FFL is urging shareholders to vote AGAINST DHC’s value-destructive merger with OPI on the GOLD Proxy Card at the upcoming special meeting of shareholders (the “Special Meeting”) scheduled for August 9, 2023. The definitive proxy statement is available on the SEC’s website here .

Visit www.SaveDHC.com to obtain information on how to vote AGAINST DHC’s proposed merger with OPI on the GOLD Proxy Card or GOLD voting instruction form and sign up for important updates on FFL’s campaign to Save DHC.

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FFL Urges DHC Shareholders to Vote AGAINST ALL of the Company’s Proposals on the GOLD Proxy Card at the Company’s August 9 th Special Meeting.

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 .

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Contacts

For Investors:

Flat Footed LLC

ir@flatfootedllc.com

Okapi Partners LLC

Mark Harnett

(212) 297-0720

mharnett@okapipartners.com

For Media:

Longacre Square Partners

Greg Marose / Charlotte Kiaie, 646-386-0091

FFL@longacresquare.com

Item 2: On June 29, 2023, Flat Footed launched a website to communicate with the Company’s shareholders regarding the Special Meeting. The website address is www.SaveDHC.com. The following materials were posted by Flat Footed to www.SaveDHC.com, certain of which were previously filed with the SEC: