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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 |
|
|
(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.
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
* 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)
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