OPINL Office Properties Income Trust

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 10, 2024

 

OFFICE PROPERTIES INCOME TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

001-34364		26-4273474
(Commission File Number)		(IRS Employer Identification No.)

 

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 

(Address of Principal Executive Offices) (Zip Code)

 

617-219-1440

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:  

 

Title Of each class		Trading Symbol(s)		Name Of each exchange on which registered
Common Shares of Beneficial Interest		OPI		The Nasdaq Stock Market LLC
6.375% Senior Notes due 2050		OPINL		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

In this Current Report on Form 8-K, the terms “we”, “us”, “our” and “the Company” refer to Office Properties Income Trust.

 

Item 1.01

Entry into a Material Definitive Agreement.

 

Support Agreement

 

On June 10, 2024, we entered into a Support Agreement (the Support Agreement) with certain holders of our Existing Notes (together, the Supporting Noteholders) with respect to our previously announced private exchange offers (as amended to date, the Amended Exchange Offers) to exchange our outstanding senior unsecured notes due 2025, 2026, 2027 and 2031 (such notes, collectively, are referred to as the Existing Notes) for up to an aggregate principal amount of $610,000,000 of new 9.000% Senior Secured Notes due 2029, or New Notes, and related guarantees pursuant to the terms and conditions set forth in an Offering Memorandum, dated as of May 1, 2024, as amended by our press releases dated May 20, 2024, May 23, 2024 and June 10, 2024, or the Offering Memorandum.

 

Pursuant to the Support Agreement, the Supporting Noteholders have agreed to tender an aggregate principal amount of approximately $432,016,000 of Existing Notes in the Amended Exchange Offers, consisting of approximately $41,546,000 of Existing Notes due 2025, $68,053,000 of Existing Notes due 2026, $142,536,000 of Existing Notes due 2027 and $179,881,000 of Existing Notes due 2031. In exchange, we will, among other things, issue 1,433,169 of our common shares of beneficial interest, $0.01 par value per share, to the Supporting Noteholders in a private placement, on or promptly after the Settlement Date (the date of issuance). The Supporting Noteholders will receive certain registration rights with respect thereto, subject to the terms and conditions in the Support Agreement.

 

The obligations of all parties under the Support Agreement will terminate automatically and without any further action by any party upon the earliest to occur of: (a) the mutual written consent of the Company and each of the Supporting Noteholders, (b) our public announcement of the termination of the Exchange Offers without the consummation thereof and (c) 5:00 p.m., New York City time, on June 30, 2024.

 

The foregoing is a summary of the material terms of the Support Agreement and does not purport to be complete, and is subject to, and qualified by, the Support Agreement in its entirety, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item 3.02

Unregistered Sales of Equity Securities.

 

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. We expect the issuance of common shares of beneficial interest pursuant to the Support Agreement to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) thereof.

 

Item 8.01

Other Events.

 

Amended Exchange Offer Transactions

 

On June 10, 2024, in connection with our entry into the Support Agreement as described in Item 1.01 above, we issued a press release announcing the extension of the expiration date of the Amended Exchange Offers.

 

The Amended Exchange Offers will expire at 5:00 p.m., New York City time, on June 17, 2024, unless the Amended Exchange Offers are further extended or earlier terminated by us, conditional upon the satisfaction or, if applicable, waiver of, the conditions to the Amended Exchange Offers.

 

The New Notes and related guarantees will not be registered under the Securities Act of 1933, as amended, or the Securities Act, or any state securities laws, and therefore will be subject to restrictions on transferability and resale. We do not intend to register any of the New Notes and related guarantees under the Securities Act or the securities laws of any other jurisdiction and are not providing registration rights.

 

 

The Offering Memorandum and other documents relating to the Amended Exchange Offers will only be distributed to holders of Existing Notes who have certified to us that they are qualified institutional buyers under Rule 144A under the Securities Act or outside the United States to non-U.S. Persons in compliance with Regulation S under the Securities Act.

 

The foregoing is a summary of the material terms of the Amended Exchange Offers and does not purport to be complete, and is subject to, and qualified by, the press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01, and the terms of the Amended Exchange Offers set forth in the Offering Memorandum.

 

Warning Concerning Forward-Looking Statements

 

This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. For example, the completion of the Amended Exchange Offers is conditional upon the satisfaction or, if applicable, waiver of, certain conditions to the Amended Exchange Offers, some of which are beyond our control. We cannot be sure that these conditions will be satisfied, or if we will waive such conditions; accordingly, the Amended Exchange Offers may not be consummated on the contemplated terms or timing or at all.

 

The information contained in our periodic reports filed with the Securities and Exchange Commission, or SEC, including under “Risk Factors,” or incorporated therein, also identifies important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.

 

You should not place undue reliance upon any forward-looking statements.

 

Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

 

No Offer or Solicitation

 

None of this Current Report on Form 8-K nor the exhibits attached hereto constitutes an offer to sell, or a solicitation of an offer to buy, the New Notes and related guarantees or any other securities, nor shall there be any sale of the New Notes and related guarantees or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
10.1 *		Support Agreement dated June 10, 2024.
99.1		Press Release dated June 10, 2024.
104		Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

 

* Certain schedules and exhibits omitted pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	OFFICE PROPERTIES INCOME TRUST
	By:	/s/ Brian E. Donley
	Name:	Brian E. Donley
	Title:	Chief Financial Officer and Treasurer

 

Dated:  June 10, 2024

 

 

 

Exhibit 10.1

 

EXECUTION VERSION

 

CONFIDENTIAL

 

June 10, 2024

 

Support Agreement

 

Office Properties Income Trust
Two Newton Place, 255 Washington Street
Suite 300
Newton, Massachusetts 02458

 

Attention: Chief Financial Officer

 

Ladies and Gentlemen:

 

You have advised each of the undersigned (each, acting through such of its affiliates, funds or branches as it deems appropriate, a “Support Party” and collectively, the “Support Parties”, “we” or “us”) that Office Properties Income Trust, a Maryland real estate investment trust (the “Issuer” or “you”), intends to issue new 9.000% Senior Secured Notes (the “New 9.000% Notes”) on the terms set forth in the Confidential Offering Memorandum, dated May 1, 2024, as amended by the press releases dated May 20, 2024 and May 23, 2024 and in the press release to be issued by you in connection with the entry into this Support Agreement which will provide for the extension of the Exchange Offers by an additional five business days (and as the same may be further amended, supplemented or otherwise modified from time to time, the “Offering Memorandum”), relating to the Issuer’s offer to exchange its outstanding 4.500% Senior Notes due 2025 (the “Existing 2025 Notes”), 2.650% Senior Notes due 2026 (the “Existing 2026 Notes”), 2.400% Senior Notes due 2027 (the “Existing 2027 Notes”) and 3.450% Senior Notes due 2031 (the “Existing 2031 Notes”, and collectively with the Existing 2025 Notes, the Existing 2026 Notes, and the Existing 2027 Notes, the “Existing Notes”) for New 9.000% Notes.

 

Capitalized terms used but not otherwise defined in this agreement (this “Support Agreement”) are used with the meanings assigned to such terms in the Offering Memorandum.

 

1.       Commitments.

 

Each Support Party hereby agrees, subject to the terms and conditions contained herein, to validly tender or cause to be tendered, pursuant to and in accordance with the terms of the Exchange Offers set forth in the Offering Memorandum, not later than noon New York City time on June 13, 2024, and not to withdraw or cause to be withdrawn, the aggregate principal amount of Existing Notes set forth on Schedule 1 opposite such Support Party’s name (each such agreement by a Support Party, a “Tender Commitment”, and such agreements by all of the Support Parties collectively, the “Tender Commitments”, and the transactions contemplated by this Support Agreement, including the Exchange Offers, the “Transactions”); provided that a failure by funds and accounts managed by that certain Institution (as defined in Schedule 1 hereto) or affiliates thereof to tender in accordance with this Section 1 an aggregate principal amount of up to $10 million of Existing Notes (taken as a whole across all tranches), to the extent such Existing Notes have been loaned by the Institution to non-affiliates prior to the date hereof, and not received back by the Institution as of the date hereof (“Loaned Notes”) shall not in and of itself constitute a failure by such Institution to comply with its Tender Commitments; provided, however, that (x) such Institution shall nevertheless use reasonable best efforts to tender any such Loaned Notes in the Exchange Offers and (y) such Institution’s Issued Equity will be reduced pro rata by the amount of any Loaned Notes not tendered in accordance with this Section 1. Notwithstanding the foregoing, if requested by any Support Party following an amendment after the date hereof to the Offering Memorandum that alters the Exchange Offer Consideration, the Acceptance Priority Levels, or the Priority Amounts, or otherwise adversely affects the rights of any Support Party thereunder in any material respect, and prior to expiration of the Exchange Offers, you agree to provide for the withdrawal of Existing Notes held by such Support Party and tendered pursuant to the Exchange Offers pursuant to this agreement.

 

 

2.       Payment; Registration Rights.

 

As consideration for the Tender Commitments and agreements of the Support Parties hereunder, you agree, subject to and conditional upon the issuance of the New 9.000% Notes to the Support Parties in accordance with the terms of the Offering Memorandum (the date of such issuance, the “Settlement Date”):

 

(a)

to issue on or promptly after the Settlement Date a number of common shares of beneficial interest, $0.01 par value per share, of the Issuer, to each Support Party as set forth opposite such Support Party’s name on Schedule 1 hereto (the “Issued Equity”), provided that any Support Party that does not fully comply with its Tender Commitments in all respects will not receive any Issued Equity; provided, that a Support Party’s failure to tender a de minimis amount of its Existing Notes solely due to internal/prime broker minimum increment or other procedural requirements shall not be deemed a failure by such Support Party to comply with its Tender Commitments;

 

(b)

to pay or cause to be paid, on or promptly after the Settlement Date, (i) the fees and expenses set forth in an invoice of PJT Partners LP, as financial advisor for the Support Parties, in an aggregate amount of $400,000, and (ii) the reasonable and documented fees and expenses set forth in an invoice of Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel for the Support Parties, in an aggregate amount not to exceed $250,000 (and each of the Support Parties acknowledges and agrees that in no event will you or your affiliates be responsible as a result of this Support Agreement for any further fees or expenses of the Support Parties, including fees or expenses of advisors or counsel, incurred in connection with the Exchange Offers or the matters set forth herein or otherwise in connection herewith or therewith, including fees or expenses incurred after such payment is made, and that any such fees and expenses will be borne solely by the Support Parties); and

 

(c)

to use commercially reasonable efforts to prepare and file, as soon as reasonably practicable (and no more than 10 business days from the date of issuance of the Issued Equity), with the U.S. Securities and Exchange Commission a prospectus supplement to the Issuer’s automatic shelf registration statement on Form S-3 (File No. 333-265997) for the offer and resale (by any legally permissible means other than an underwritten offering) of the Issued Equity by the Support Parties as selling shareholders thereunder; provided, that, each Support Party shall (i) have provided such information as is reasonably requested by the Issuer in connection therewith, (ii) be solely responsible for its fees and expenses relating to or arising from the foregoing and its sale of the Issued Equity and (iii) otherwise take any and all actions necessary to effect the registration of the Issued Equity in compliance with applicable law.

 

 

4.       Representations by the Support Parties.

 

Each Support Party hereby represents and warrants, severally and not jointly, to the Issuer that the following statements are true and correct as of the date hereof: (a) such Support Party has been advised by the Issuer and acknowledges that (i) the offer and sale of the Issued Equity has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and (ii) the offer and sale of the Issued Equity is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) under the Securities Act and under state securities laws for transactions not involving a public offering, which depends in each case upon, among other things, the accuracy of certain of such Support Party’s representations as expressed herein; (b) such Support Party is (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or (ii) a non-“U.S. Person” as defined in Rule 902 of Regulation S under the Securities Act; (c) such Support Party will acquire the Issued Equity for its own account, for investment purposes only and not with a view to the distribution thereof or any interest therein in violation of the Securities Act or applicable state securities laws; (d) such Support Party acknowledges that it has the requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of the acquisition of the Issued Equity contemplated hereby and that it has made its own independent assessment, to its satisfaction, concerning any and all legal, regulatory, tax, credit, business and financial considerations with respect to the Issuer and the Issued Equity in connection with Transactions contemplated hereby; (e) such Support Party acknowledges that (i) the Issuer may be in possession of information about the Issuer (including material non-public information) that may impact the value of the Issued Equity and may not be included in the information available to such Support Party, (ii) notwithstanding any such informational disparity, such Support Party has independently evaluated the risks and merits regarding the Transactions contemplated by this Support Agreement and wishes to enter into this Support Agreement and consummate the Transactions contemplated hereby in accordance with its terms and (iii) none of the Issuer, any of its affiliates or any other person acting on their behalf, including, without limitation, any advisor of any of the foregoing, has made or is making any representation or warranty to such Support Party or any other person, whether express or implied, of any kind or character (including, without limitation, as to accuracy or completeness of any information or as to the creditworthiness of the Issuer or its affiliates or the Issued Equity or as to the Transactions contemplated by this Support Agreement), and such Support Party is not relying upon, and has not relied upon, any representation or warranty made by any person regarding the Transactions contemplated by this Support Agreement or otherwise; (f) such Support Party expressly acknowledges that it is not participating in the Transactions on the basis of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act; (g) such Support Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (h) such Support Party has all requisite power and authority necessary for the execution, delivery and performance of this Support Agreement and to consummate the Transactions and this Support Agreement constitutes the legal, valid, and binding obligations of such Support Party, enforceable in accordance with the terms hereof, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies and (i) such Support Party has not previously tendered the Notes held thereby and set forth on Schedule 1 prior to the execution of this Support Agreement.

 

5.       Termination.

 

The obligations of each of the parties under this Support Agreement shall terminate automatically and without any further action by any party upon the earliest to occur of: (a) the mutual written consent of the Issuer and each of the Support Parties, (b) your public announcement of the termination of the Exchange Offers without the consummation thereof and (c) 5:00 p.m., New York City time, on June 30, 2024; provided, in each case, (i) that any such termination shall not relieve any party hereto from any liability in connection with a breach of this Support Agreement that occurred prior to such termination and (ii) Sections 6 and 7 of this Support Agreement shall survive termination hereof.

 

 

6.       Governing Law; Jurisdiction; Waivers.

 

This Support Agreement, and any claim, controversy or dispute arising under or related to this Support Agreement, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to principles of conflicts of law thereof to the extent such principles would cause the application of the law of another state. Each of the parties to this Support Agreement irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Support Agreement and (b) agrees that a final judgment in any such action may be enforced in any such court. Each of the parties to this Support Agreement agrees that service of any process by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties to this Support Agreement irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding arising out of or relating to this Support Agreement.

 

7.       Miscellaneous.

 

This Support Agreement is made solely for the benefit of the parties signatory hereto and nothing in this Support Agreement, expressed or implied, is intended to confer on any other person or entity any rights or remedies. This Support Agreement may not be amended or waived except by an instrument in writing signed by each party hereto. Neither this Support Agreement nor any of the rights or obligations hereunder shall be assignable by any party hereto without the prior written consent of each other party (and any purported assignment without such consent shall be null and void). This Support Agreement sets forth the entire understanding of the parties hereto as to the scope of the obligations of the parties hereunder, and supersedes all prior agreements, understandings and proposals between the parties hereto relating to the Transactions. This Support Agreement may be executed in one or more counterparts (including electronic counterparties), each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

 

IN WITNESS WHEREOF, the undersigned has executed this Support Agreement as of the date set forth above.

 

	OFFICE PROPERTIES INCOME TRUST
	By:	/s/ Brian E. Donley
	Name: Brian E. Donley
	Title: Chief Financial Officer and Treasurer

 

[Signature Page to Support Agreement]

 

 

IN WITNESS WHEREOF, each Supporting Party has executed this Support Agreement as of the date first set forth above as set forth on Schedule 2.

 

[Signature Page to Support Agreement]

 

 

SCHEDULE 1

STRICTLY CONFIDENTIAL

 

TENDER COMMITMENTS AND ISSUED EQUITY

 

[OMITTED PURSUANT TO ITEM 601(b)(10) OF REGULATION S-K.]

 

 

SCHEDULE 2

STRICTLY CONFIDENTIAL

 

SIGNATURE PAGES

 

[OMITTED PURSUANT TO ITEM 601(b)(10) OF REGULATION S-K.]

 

 

 

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

Office Properties Income Trust Announces Entry into Support Agreement with Certain Noteholders and Extension of Private Exchange Offers Relating to Existing Unsecured Senior Notes

 

 

Newton, MA (June 10, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced that it has entered into a Support Agreement, dated June 10, 2024 (the “Support Agreement”), with certain holders (together, the “Supporting Noteholders”) of its Existing Notes (as defined below) with respect to its previously announced private exchange offers (as extended as set forth in this press release, the “Amended Exchange Offers”) to exchange its outstanding senior unsecured notes due 2025 (the “Existing 2025 Notes”), 2026 (the “Existing 2026 Notes”), 2027 (the “Existing 2027 Notes”) and 2031 (the “Existing 2031 Notes”, and together with the Existing 2025 Notes, Existing 2026 Notes and the Existing 2027 Notes, the “Existing Notes”) for new 9.000% Senior Secured Notes due 2029 (the “New Notes”) and related guarantees pursuant to the terms and conditions set forth in an Offering Memorandum, dated as of May 1, 2024, as amended by this press release and as previously amended by OPI’s press releases dated May 20, 2024 and May 23, 2024 (collectively, the “Offering Memorandum”). OPI also announced the extension of the expiration date of the Amended Exchange Offers. Except as described in this press release, all terms and conditions in the Offering Memorandum as previously amended remain unchanged.

 

Support Agreement

 

Pursuant to the Support Agreement, the Supporting Noteholders have agreed to tender an aggregate principal amount of approximately $432,016,000 of Existing Notes in the Amended Exchange Offers on the terms set forth in the Amended Exchange Offers, consisting of approximately $41,546,000 of Existing 2025 Notes, $68,053,000 of Existing 2026 Notes, $142,536,000 of Existing 2027 Notes and $179,881,000 of Existing 2031 Notes. In exchange, OPI will issue 1,433,169 shares of OPI common shares of beneficial interest, $0.01 par value per share, to the Supporting Noteholders in a private placement, on or promptly after the Settlement Date (as defined below). A copy of the Support Agreement has been filed as an exhibit to a current report on Form 8-K with the U.S. Securities and Exchange Commission.

 

 

 

Extension of Expiration Time

 

In connection with its entry into the Support Agreement, OPI announced that the expiration time for the Amended Exchange Offers has been extended until 5:00 p.m., New York City time, on June 17, 2024 (the “Expiration Date”). The settlement date for the Amended Exchange Offers is expected to be on or about the second business day following the Expiration Date (such date, the “Settlement Date”).

 

Exchange Participation To-Date

 

According to information provided by D.F. King & Co, the information and exchange agent (the “Information and Exchange Agent”), as of 5:00 p.m., New York City time, on June 7, 2024, prior to giving effect to the tenders contemplated by the Support Agreement, OPI has received from Eligible Holders (as defined below) valid (and not validly withdrawn) tenders for New Notes representing $413,677,000 in aggregate principal amount of Existing Notes, consisting of: (i) $95,564,000 of Existing 2025 Notes, (ii) $87,767,000 of Existing 2026 Notes, (iii) $128,045,000 of Existing 2027 Notes, and (iv) $102,301,000 of Existing 2031 Notes.

 

No Registration

 

The offer and sale of the New Notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and the New Notes and related guarantees will therefore be subject to restrictions on transferability and resale. OPI does not intend to register the sale of any of the New Notes and related guarantees under the Securities Act or the securities laws of any other jurisdiction and is not providing registration rights. The New Notes and related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements and may not be transferred by any holder except in accordance with the restrictions described under “Transfer Restrictions” in the Offering Memorandum.

 

 

Eligible Holders

 

The Amended Exchange Offers are being made, and the New Notes and related guarantees are being offered and issued, only to holders who have certified to OPI that either they are (a) in the U.S. and are “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and are holders of the Existing Notes, or (b) outside the U.S. and are holders of the Existing Notes who are non-U.S. persons in reliance upon and in compliance with Regulation S under the Securities Act (such holders, “Eligible Holders”). Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Amended Exchange Offers.

 

The Offering Memorandum is only available to holders who complete an eligibility letter confirming their status as Eligible Holders. Holders of Existing Notes who wish to receive a copy of the eligibility letters for the Amended Exchange Offers may contact the Information and Exchange Agent, at D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005, Attn: Michael Horthman, (212) 269-5550 (for banks and brokers) or (800) 829-6551 (for all others). Holders may also obtain and complete an electronic copy of the applicable eligibility letter on the following website links maintained by the Information and Exchange Agent: www.dfking.com/opi.

 

Requests for the Amended Exchange Offer materials from Eligible Holders may be directed to the Information and Exchange Agent at D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005, Attn: Michael Horthman, (212) 269-5550 (for banks and brokers) or (800) 829-6551 (for all others).

 

General

 

OPI is making the Amended Exchange Offers only by, and pursuant to, the terms of the Offering Memorandum, as amended by this press release. OPI reserves the right to terminate, withdraw, amend or extend one or more of the Amended Exchange Offers in its discretion, subject to the terms and conditions set forth in the Offering Memorandum, as amended, and not to provide withdrawal rights in connection therewith except as required by law.

 

None of OPI, Moelis & Company LLC, as dealer manager, the Information and Exchange Agent, their respective affiliates nor any other person makes any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes in the Amended Exchange Offers, as applicable. Eligible Holders must make their own decision as to whether or not to tender their Existing Notes, as applicable, as well as with respect to the principal amount of the Existing Notes to tender.

 

The Amended Exchange Offers are not being made to any holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The Existing Notes that are not exchanged will continue to be outstanding in accordance with all other terms of the Existing Notes and the indentures governing such Existing Notes.

 

 

This press release is being made for informational purposes only in accordance with Rule 135c of the Securities Act and does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Amended Exchange Offers are being made solely on the terms and subject to the conditions set forth in the Offering Memorandum, as amended by this press release, and the information in this press release is qualified by reference to such Offering Memorandum.

 

About Office Properties Income Trust

 

OPI is a national REIT focused on owning and leasing office properties to high credit quality tenants in markets throughout the United States. As of March 31, 2024, approximately 62% of OPI's revenues were from investment grade rated tenants. OPI owned 151 properties as of March 31, 2024, with approximately 20.3 million square feet located in 30 states and Washington, D.C. In 2024, OPI was named as an Energy Star® Partner of the Year for the seventh consecutive year. OPI is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with over $41 billion in assets under management as of March 31, 2024, and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. OPI is headquartered in Newton, MA.

 

 

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

 

Statements in this news release, including statements regarding the Amended Exchange Offers constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. When used in this release, the words “may,” “will,” “might,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “outlook,” and “continue,” and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information.

 

The forward-looking statements reflect OPI’s intentions, plans, expectations, anticipations, projections, estimations, predictions, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside of OPI’s control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. Known risks include, among others, market conditions and the risks described in OPI’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports and risks and uncertainties related to our ability to consummate the Amended Exchange Offers.

 

Because actual results could differ materially from OPI’s intentions, plans, expectations, anticipations, projections, estimations, predictions, assumptions and beliefs about the future, you are urged to view all forward-looking statements with caution. OPI does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Questions regarding the Amended Exchange Offers may be directed to:

 

	Contact:
	Kevin Barry, Senior Director, Investor Relations
	(617) 219-1410

 

(end)

 

 

v3.24.1.1.u2

Cover	Jun. 10, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 10, 2024
Entity File Number	001-34364
Entity Registrant Name	OFFICE PROPERTIES INCOME TRUST
Entity Central Index Key	0001456772
Entity Tax Identification Number	26-4273474
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Two Newton Place
Entity Address, Address Line Two	255 Washington Street
Entity Address, Address Line Three	Suite 300
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
City Area Code	617
Local Phone Number	219-1440
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	OPI
Security Exchange Name	NASDAQ
Senior Unsecured Notes 6. 375 Percent Due In 2050 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.375% Senior Notes due 2050
Trading Symbol	OPINL
Security Exchange Name	NASDAQ

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