DIVERSIFIED HEALTHCARE TRUST

Regulatory Filings • May 29, 2020

FWP 1 tm2020658-5_fwp.htm FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus

dated May 28, 2020

Registration No. 333-225831

Supplementing the Preliminary

Prospectus Supplement dated May 28, 2020

and Prospectus dated May 28, 2020

DIVERSIFED HEALTHCARE TRUST

PRICING TERM SHEET

| Issuer: | Diversified
Healthcare Trust (the “ Issuer ”) |
| --- | --- |
| Guarantors: | Certain of the Issuer’s
direct and indirect subsidiaries as described in the Preliminary Prospectus Supplement referred to above (the “ Preliminary
Prospectus Supplement ”) (the “ Guarantors ”) |
| Security: | 9.750%
Senior Notes due 2025 (the “ Notes ”) |
| Ranking: | Senior
Unsecured |
| Format: | SEC Registered |
| Expected Ratings * : | Ba1 / BB+ (Moody’s
/ S&P) |
| Trade
Date: | May
28, 2020 |
| Settlement
Date: | June
2, 2020 (T+3). It is expected that delivery of the Notes will be made against payment thereof on or about June 2, 2020, which
will be the third business day following the trade date referred to above (the “ trade date ”) (such settlement
cycle being herein referred to as “T + 3”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as
amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the trade date will be required, by virtue
of the fact that the Notes initially will settle T+3, to specify an alternate settlement cycle at the time
of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the trade date should
consult their own advisor. |

Field: Rule-Page

Field: /Rule-Page

• Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time.

Field: Page; Sequence: 1

Field: /Page

| Use
of Proceeds: | The
Issuer expects to use the net proceeds from this offering for general business purposes, including to repay its $250.0 million
term loan and to reduce amounts outstanding under its revolving credit facility. |
| --- | --- |
| Principal Amount: | $1,000,000,000 |
| Gross Proceeds
to Issuer: | $1,000,000,000 |
| Interest Payment
Dates: | June 15 and December
15, commencing December 15, 2020 |
| Maturity Date: | June 15, 2025 |
| Record Dates: | June 1 and December
1 |
| Yield to Maturity: | 9.750% |
| Coupon (Interest
Rate): | 9.750% per annum |
| Price to Public: | 100.000% of principal
amount of the Notes, plus accrued interest, if any, from June 2, 2020 |
| Redemption Provisions: | |
| Optional
Redemption: | On and after June
15, 2022, in whole or from time to time in part, at the redemption prices set forth below (expressed as a percentage of principal
amount), plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during
the 12-month period beginning on June 15 of the years set forth below: |

Date
2022	104.875 %
2023	102.438 %
2024
and thereafter	100.000 %

| | Prior to June 15, 2022, in
whole or from time to time in part, at a redemption price with a make-whole premium based on U.S. Treasury plus 50 basis points |
| --- | --- |
| Optional
Redemption with Equity Proceeds: | In addition, prior to June 15, 2022, up to 40%
of the original aggregate principal amount of the Notes (including any additional Notes) using the net cash proceeds of certain
equity offerings at a redemption price equal to 109.750% of the principal amount thereof, plus accrued and unpaid interest,
if any, to, but not including, the applicable redemption date, subject to the conditions stated in the Preliminary Prospectus
Supplement. |

Field: Page; Sequence: 2

Field: /Page

| Change
of Control: | Puttable
at 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the applicable purchase
date, upon the occurrence of certain change of control events described in the Preliminary Prospectus Supplement. |
| --- | --- |
| CUSIP / ISIN: | 25525PAA5 / US25525PAA57 |
| Denominations/Multiple: | $2,000 / $1,000 |

Field: Page; Sequence: 3

Field: /Page

Notice to Investors: The following notice to investors is in addition to the notices to investors set forth under “Underwriting (Conflicts of Interest)” in the Preliminary Prospectus Supplement. Notice to Prospective Investors in the United Kingdom The communication of this pricing term sheet, the accompanying prospectus and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this pricing term sheet and the accompanying prospectus relate will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing term sheet, the accompanying prospectus or any of their contents Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the Notes may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to us or the guarantor. All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom

Field: Page; Sequence: 4

Field: /Page

| Joint
Book-Running Managers: | Wells
Fargo Securities, LLC Citigroup Global Markets Inc. PNC Capital Markets LLC RBC Capital Markets, LLC |
| --- | --- |
| Joint
Lead Managers: | BofA Securities, Inc. BMO Capital Markets Corp. Mizuho Securities USA LLC Regions Securities LLC SMBC Nikko Securities America, Inc. |
| Co-Managers: | Samuel A. Ramirez &
Company, Inc. Morgan Stanley & Co. LLC U.S. Bancorp Investments, Inc. UBS Securities LLC |

The Issuer and the Guarantors have filed a registration statement (including a prospectus dated May 28, 2020 and a preliminary prospectus supplement dated May 28, 2020) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer, the Guarantors and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, PNC Capital Markets LLC toll-free at 1-855-881-0697 or RBC Capital Markets, LLC toll-free at 1-866-375-6829.

Field: Page; Sequence: 5; Options: Last

Field: /Page