Office Properties Income Trust Files 8-K

TL;DR

OPNT filed an 8-K on June 10, 2024, signaling a material definitive agreement and equity sales.

AI Summary

Office Properties Income Trust (OPNT) announced on June 10, 2024, that it entered into a material definitive agreement. The filing also disclosed unregistered sales of equity securities and other events, including financial statements and exhibits. Specific details regarding the agreement, sales, or financial figures were not provided in this initial summary.

Why It Matters

This 8-K filing indicates significant corporate activity for Office Properties Income Trust, potentially involving new agreements or equity transactions that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks depending on the specifics not yet disclosed.

Key Players & Entities

• Office Properties Income Trust (company) — Registrant
• June 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $610,000,000 — up to an aggregate principal amount of $610,000,000 of new 9.000% Senior Secured Notes due
• $432,016,000 — egate principal amount of approximately $432,016,000 of Existing Notes in the Amended Exchan
• $41,546,000 — nge Offers, consisting of approximately $41,546,000 of Existing Notes due 2025, $68,053,000
• $68,053,000 — $41,546,000 of Existing Notes due 2025, $68,053,000 of Existing Notes due 2026, $142,536,00
• $142,536,000 — $68,053,000 of Existing Notes due 2026, $142,536,000 of Existing Notes due 2027 and $179,881
• $179,881,000 — ,536,000 of Existing Notes due 2027 and $179,881,000 of Existing Notes due 2031. In exchange
• $0.01 — r common shares of beneficial interest, $0.01 par value per share, to the Supporting

Filing Documents

• tm2416816d1_8k.htm (8-K) — 40KB
• tm2416816d1_ex10-1.htm (EX-10.1) — 30KB
• tm2416816d1_ex99-1.htm (EX-99.1) — 22KB
• tm2416816d1_img001.jpg (GRAPHIC) — 24KB
• tm2416816d1_img002.jpg (GRAPHIC) — 18KB
• 0001104659-24-069881.txt ( ) — 384KB
• opi-20240610.xsd (EX-101.SCH) — 3KB
• opi-20240610_def.xml (EX-101.DEF) — 26KB
• opi-20240610_lab.xml (EX-101.LAB) — 36KB
• opi-20240610_pre.xml (EX-101.PRE) — 25KB
• tm2416816d1_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

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:

02 Unregistered Sales of Equity Securities

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.

01 Other Events

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. 2 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

01 Financial Statements and Exhibits

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. 3

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR