Office Properties Income Trust Files 8-K

Ticker: OPITQ · Form: 8-K · Filed: Jun 21, 2024 · CIK: 1456772

Office Properties Income Trust 8-K Filing Summary
FieldDetail
CompanyOffice Properties Income Trust (OPITQ)
Form Type8-K
Filed DateJun 21, 2024
Risk Levelmedium
Pages7
Reading Time8 min
Key Dollar Amounts$567,429,000, $610,000,000
Sentimentneutral

Sentiment: neutral

Topics: debt, equity-sale, material-agreement

Related Tickers: OPI

TL;DR

OPI filed an 8-K detailing material agreements, financial obligations, and equity sales.

AI Summary

On June 17, 2024, Office Properties Income Trust (OPI) entered into a material definitive agreement related to its senior unsecured notes due in 2050. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. This filing also includes a Regulation FD disclosure and other events.

Why It Matters

This 8-K filing provides crucial updates on Office Properties Income Trust's financial obligations and equity transactions, impacting investor understanding of the company's financial health and strategic moves.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and equity sales, which can indicate significant financial activity and potential risks for investors.

Key Numbers

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Office Properties Income Trust on June 17, 2024?

The filing indicates the entry into a material definitive agreement related to its senior unsecured notes due in 2050, but the specific details of the agreement are not fully elaborated in the provided text.

What is the maturity date of the senior unsecured notes mentioned in the filing?

The senior unsecured notes mentioned in the filing are due in 2050.

What other significant financial events are reported in this 8-K filing?

The filing also reports on the creation of a direct financial obligation and unregistered sales of equity securities.

What is the ticker symbol for Office Properties Income Trust?

While not explicitly stated in the provided text snippet, Office Properties Income Trust is commonly known by the ticker symbol OPI.

What is the interest rate on the senior unsecured notes due in 2050?

The interest rate on the senior unsecured notes due in 2050 is 6.375%.

Filing Stats: 1,988 words · 8 min read · ~7 pages · Grade level 12 · Accepted 2024-06-21 16:34:07

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture for 9.000% Senior Secured Notes due 2029 On June 20, 2024, in connection with the previously announced Exchange Offers described in Item 8.01 below, the Company issued $567,429,000 aggregate principal amount of new 9.000% senior secured notes due 2029, or the New Notes, and related guarantees, pursuant to that certain Indenture, dated as of June 20, 2024 (which we refer to as the Indenture), among the Company, the initial subsidiary guarantors listed on the signature pages thereto (which we refer to as the Initial Subsidiary Guarantors and, together with any future subsidiary guarantors, the Subsidiary Guarantors), and U.S. Bank Trust Company, National Association, as trustee and collateral agent. Interest and maturity . Unless previously redeemed, the New Notes will mature on September 30, 2029, and will bear interest at a rate of 9.000% per year, payable semi-annually in arrears on March 31 and September 30 of each year, commencing September 30, 2024. Guarantees . The New Notes will be fully and unconditionally guaranteed on a joint, several and secured basis by the Subsidiary Guarantors. Security . The New Notes are secured by certain assets of the Initial Subsidiary Guarantors, including a first-priority lien and security interest on 19 fee-owned real properties held by certain of the Initial Subsidiary Guarantors (which Initial Subsidiary Guarantors we refer to as the First Lien Guarantors), and a second-priority lien and security interest on 19 separate fee-owned real properties held by certain other Initial Subsidiary Guarantors. The New Notes are also secured by a first-priority lien and security interest on 100% of the equity interests in each of the First Lien Guarantors and a second-priority lien and security interest on the equity interests in certain other Initial Subsidiary Guarantors. Optional redemption . Prior to June 3, 2026, we may redeem the New Notes at a make-whole amount d

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of common shares of beneficial interest pursuant to the Support Agreement, dated as of June 10, 2024, which we refer to as the Support Agreement, was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 20, 2024, we posted to our website an investor presentation, a copy of which is furnished hereunder as Exhibit 99.1 attached hereto and incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. Settlement of Exchange Offer Transactions On May 1, 2024, we commenced a series of private exchange offers, or the Exchange Offers, to exchange our outstanding (i) 4.500% senior unsecured notes due 2025, (ii) 2.650% senior unsecured notes due 2026, (iii) 2.400% senior unsecured notes due 2027 and (iv) 3.450% senior unsecured notes due 2031 (such notes, collectively, are referred to as the Existing Notes) for up to an aggregate principal amount of $610,000,000 of 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. The Exchange Offers expired as of 5:00 p.m., New York City time, on June 17, 2024. On June 18, 2024, we issued a press releasing announcing the expiration and results of the Exchange Offers, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference into this Item 8.01. On June 20, 2024, we completed the settlement of the Exchange Offers. The Company received the following aggregate principal amounts of Existing Notes accepted for exchange, and delivered the following aggregate principal amounts of New Notes in exchange therefor: Existing Notes to be Exchanged Aggregate Principal Amount of Existing Notes Accepted for Exchange Aggregate Principal Amount of New Notes Delivered Existing 2025 Notes $ 150,846,000 $ 141,411,000 Existing 2026 Notes $ 159,512,000 $ 114,803,000 Existing 2027 Notes $ 269,216,000 $ 164,162,000 Existing 2031 Notes $ 285,645,000 $ 147,053,000 Total $ 865,219,000 $ 567,429,000 In addition, on June 21, 2024, the Company issued 1,429,179 of our common shares of beneficial interest, $.01 par value per share, to certain holders of our Existing Notes party to the Support Agreement. The Exchange Offers have expired, and are no longer open to participation by eligible holders

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of June 20, 2024, among Office Properties Income Trust, the subsidiaries listed on the signature pages thereto as guarantors and U.S. Bank Trust Company, National Association, as trustee and collateral agent. 4.2 Form of New Notes (included in Exhibit 4.1 hereto). 99.1 Investor Presentation dated June 20, 2024. (Furnished herewith.) 99.2 Press Release dated June 18, 2024. 104 Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) 4

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 21, 2024

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