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DIVERSIFIED HEALTHCARE TRUST

Regulatory Filings Dec 6, 2011

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FWP 1 a11-31065_3fwp.htm FWP

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 5, 2011 Registration No. 333-160480 Supplementing the Preliminary Prospectus dated December 5, 2011 and Prospectus dated July 8, 2009

*SENIOR HOUSING PROPERTIES TRUST*

*This information supplements the information contained in the preliminary prospectus supplement dated December 5, 2011 to the Prospectus dated July 8, 2009.*

PRICING TERM SHEET

Issuer: Senior Housing Properties Trust
Security: 6.75% Senior Notes due 2021
Ranking: Senior Unsecured Notes
Format: SEC Registered
Expected Ratings (Moody’s / S&P)*: Baa3 / BBB-
Trade Date: December 5, 2011
Settlement Date: T + 3; December 8, 2011
Interest Payment Dates: June 15 and December 15, commencing June 15, 2012
Principal Amount $300,000,000
Maturity: December 15, 2021
Benchmark Treasury: 2.00% U.S. Treasury due November 15, 2021
Benchmark Treasury Price and Yield: 99-22 / 2.035%
Spread to Benchmark Treasury: +496.5 basis points
Yield to Maturity: 7.00%
Coupon (Interest Rate): 6.75% per annum
Price to Public: 98.219% of principal amount, plus accrued interest, if any, from December 8, 2011
Net Proceeds: $292,707,000 (before expenses)
Redemption Provision: Make-whole call at any time based on U.S. Treasury plus 50 basis points. If the notes are redeemed on or after June 15, 2021, the redemption price will not include a make-whole amount.
Pro Forma Ratio of Earnings to Fixed Charges:(1) Nine Months Ended September 30, 2011 Year Ended December 31, 2010
2.1x 2.0x
CUSIP / ISIN: 81721M AG4 / US81721MAG42

(1) The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For this purpose, earnings have been calculated by adding fixed charges to net income. Fixed charges consist of interest costs, any interest component of capitalized lease expense, amortization of debt discounts and deferred financing costs.

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Joint Book-Running Managers: UBS Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets, LLC
Wells Fargo Securities, LLC
Joint Lead Managers: Citigroup Global Markets Inc.
Jefferies & Company, Inc.
Morgan Keegan & Company, Inc.
Morgan Stanley & Co. LLC
Co-Managers: BB&T Capital Markets, a division of Scott & Stringfellow, LLC
BNY Mellon Capital Markets, LLC
Capital One Southcoast, Inc.
Comerica Securities, Inc.
Mitsubishi UFJ Securities (USA), Inc.
PNC Capital Markets LLC
RBS Securities Inc.
SMBC Nikko Capital Markets Limited
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
  • A securities rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time.

*The issuer has filed a registration statement (including a preliminary prospectus supplement and a related prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the related prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov* . Alternatively, the issuer or any underwriter participating in the offering will arrange to send you the prospectus supplement and related prospectus if you request it by calling UBS Securities LLC toll-free at 1-877-827-6444, extension 561-3884, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, RBC Capital Markets, LLC toll-free at 1-866-375-6829 or Wells Fargo Securities, LLC toll-free at 1-800-326-5897.**

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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