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DIVERSIFIED HEALTHCARE TRUST

Regulatory Filings Jul 17, 2012

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FWP 1 a12-15262_5fwp.htm FWP

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 17, 2012 Registration No. 333-182468 Supplementing the Preliminary Prospectus Supplement dated July 17, 2012 and Prospectus dated June 29, 2012

*SENIOR HOUSING PROPERTIES TRUST*

*This information supplements the information contained in the preliminary prospectus supplement dated July 17, 2012 to the prospectus dated June 29, 2012.*

PRICING TERM SHEET

Issuer: Senior Housing Properties Trust
Security: 5.625% Senior Notes due 2042
Ranking: Senior Unsecured Notes
Format: SEC Registered
Expected Ratings (Moody’s / S&P)*: Baa3 / BBB-
Trade Date: July 17, 2012
Settlement Date: July 20, 2012 (T + 3)
Interest Payment Dates: February 1, May 1, August 1 and November 1, commencing November 1, 2012
Principal Amount: $350,000,000
Overallotment Option: None
Maturity: August 1, 2042
Minimum Denomination: $25.00 and integral multiples of $25.00 in excess thereof
Coupon (Interest Rate): 5.625% per annum
Public Offering Price: $25.00 per Senior Note, plus accrued interest, if any, from July 20, 2012, if settlement occur after that date
Net Proceeds: $339,284,781 (before expenses)
Underwriting Commission: $0.7875 per Senior Note for Retail Orders; $10,176,469 total; $0.50 per Senior Note for Institutional Orders; $538,750 total.
Redemption Provision: The Issuer may redeem some or all of the notes at any time and from time to time on or after August 1, 2017 at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Expected Listing: NYSE
CUSIP / ISIN: 81721M 208 / US81721M2089
Joint Book-Running Managers: Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

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Morgan Stanley & Co. LLC
UBS Securities LLC
Wells Fargo Securities, LLC
Joint Lead Managers: Jefferies & Company, Inc.
RBC Capital Markets, LLC
  • A securities rating is not a recommendation to buy, sell or hold securities. Each rating may be subject to review, revision, suspension, reduction or withdrawal at any time and should be evaluated independently of any other rating.

*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 preliminary prospectus supplement and related prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322; Morgan Stanley & Co. LLC toll-free at 1-866-718-1649; UBS Securities LLC toll-free at 1-877-827-6444, extension 561-3884; and 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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