RMR Managed REITs Acquire About Half Of RMR Management Co. - Quick Facts

(RTTNews) - Senior Housing Properties Trust (SNH), Hospitality Properties Trust (HPT), Select Income REIT (SIR) and Government Properties Income Trust (GOV) announced that they have acquired combined economic ownership of about half of Reit Management & Research LLC.

Each of the REITs is managed by RMR and, simultaneously with the REITs' acquisition of ownership in RMR, the management agreements with RMR were amended and extended for 20 year terms. The REITs' ownership in RMR is held indirectly through a new holding company of RMR or RMR INC.

Pursuant to the agreements entered for this transaction, the REITs have agreed to distribute about half of the RMR INC shares held by them to their shareholders as a special dividend, and RMR INC has agreed to facilitate this by filing a registration statement with the Securities and Exchange Commission or SEC to register the RMR INC shares to be distributed and by seeking a listing of those shares on a national stock exchange upon the registration statement being declared effective by the SEC.

The purchase price paid by each REIT for its respective ownership in RMR INC was paid to the historical owners of RMR by delivery of restricted common shares of each REIT, which are subject to 10 year lock up agreements and which were valued at the volume weighted average trading prices for each REITs' common shares during the 20 trading days prior to the acquisition.

It is expected that upon completion of the anticipated distribution of RMR INC shares to the REITs' shareholders and listing of those shares, approximately 24.2% economic ownership in RMR will be publicly traded. The remaining RMR INC shares held by the REITs which are not distributed to the REITs' shareholders will be unregistered, but these RMR INC shares will not be subject to any lock up provisions and the REITs will have certain registration rights for the RMR INC shares that they retain.