Office Properties Income Trust Files 8-K

Ticker: OPITQ · Form: 8-K · Filed: Nov 25, 2024 · CIK: 1456772

Office Properties Income Trust 8-K Filing Summary
FieldDetail
CompanyOffice Properties Income Trust (OPITQ)
Form Type8-K
Filed DateNov 25, 2024
Risk Levelmedium
Pages8
Reading Time9 min
Key Dollar Amounts$340.0 million, $445.0 million, $1,000, $1,308.82, $15.0 million
Sentimentneutral

Sentiment: neutral

Topics: debt, securities-offering, material-agreement

Related Tickers: OP

TL;DR

OP filed an 8-K detailing definitive agreements and equity sales.

AI Summary

On November 24, 2024, Office Properties Income Trust (OP) entered into a material definitive agreement related to its senior unsecured notes due in 2050. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on the company's financial agreements and equity transactions, which can impact investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant financial maneuvers or potential dilution.

Key Numbers

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Office Properties Income Trust?

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.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on November 24, 2024.

What is the interest rate on the senior unsecured notes mentioned in the filing?

The senior unsecured notes have an interest rate of 6.375%.

What is the maturity year for the senior unsecured notes?

The senior unsecured notes are due in 2050.

Besides material definitive agreements, what other significant disclosures are made in this 8-K?

The filing also discloses unregistered sales of equity securities and includes financial statements and exhibits.

Filing Stats: 2,322 words · 9 min read · ~8 pages · Grade level 12.8 · Accepted 2024-11-25 08:06:39

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Exchange Agreement On November 24 , 2024, we entered into an Exchange Agreement, or the Exchange Agreement, with parties holding a significant portion of our outstanding senior unsecured notes due 2025, or Existing Notes, providing for the exchange of up to $340.0 million of Existing Notes for: (a) up to $445.0 million aggregate principal amount of our new 3.250% Senior Secured Notes due 2027, or New Notes, and related guarantees, (b) up to 11,533,380 of our common shares of beneficial interest, $.01 par value per share, or our common shares, representing up to 19.9% of our issued and outstanding common shares as of November 24, 2024, or Exchange Shares, and (c) certain premiums as described below. In addition, we have agreed to pay cash interest on Existing Notes that are exchanged. Certain other holders of Existing Notes may become party to the Exchange Agreement subject to the terms and conditions set forth therein. We refer to such exchange as the Private Placement and the parties to the Exchange Agreement from time to time as the Noteholder Parties. The New Notes and related guarantees will be issued pursuant to an indenture, in substantially the form attached to the Exchange Agreement. In connection with the Exchange Agreement, to the extent that the Existing Notes tendered by the Noteholder Parties would not represent $340.0 million of Existing Notes, certain holders of Existing Notes, or the Backstop Parties, have agreed, subject to the terms and conditions set forth in the Exchange Agreement, to purchase New Notes and Exchange Shares representing Existing Notes that were not exchanged in the Private Placement, for cash at a ratio of, for each $1,000 of cash transferred to us: (a) $1,308.82 in principal amount of New Notes and (b) 33.92 Exchange Shares. We will pay: (a) a cash premium of $15.0 million pro rata to each Backstop Party based on their respective backstop commitments, (b) a cash premium

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Between September 30, 2024 and November 15, 2024, we entered into a series of privately negotiated exchange agreements, under which we have issued an aggregate of 4,045,704 of our common shares in exchange for $7.1 million aggregate principal amount of the Existing Notes, or the Additional Private Exchanges. We may engage in similar transactions in the future but are under no obligation to do so. Based on the aggregate principal amount of Existing Notes exchanged plus an aggregate of $73,325 of interest accrued thereon through the relevant date of exchange, the common shares issued in the Additional Private Exchanges had an average implied value of approximately $1.69 per share. Pursuant to Section 3(a)(9) of the Securities Act, the common shares issued in the Additional Private Exchanges were issued in each case to existing shareholders of the Company exclusively in exchange for such holders' securities and no commission or other remuneration was paid or given for soliciting the exchange. Other exemptions may apply. 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 Exchange Shares pursuant to the Exchange Agreement to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) thereof or exempt pursuant to Registration S.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with entering into the Exchange Agreement, the Company issued a press release on November 25, 2024 and posted to its website an investor presentation, copies of which are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. In connection with confidential discussions and negotiations with the parties to the Exchange Agreement regarding the Private Placement and other potential transactions, the Company provided to such parties certain information, or the Disclosure Material, that the Company has agreed to disclose, subject to certain terms and conditions set forth in confidentiality agreements previously entered into with certain parties to the Exchange Agreement and the parties to the Exchange Agreement. The Disclosure Material is furnished with this Current Report on Form 8-K as Exhibit 99.3 hereto and is incorporated herein by reference. The information in this Current Report on Form 8-K, including the Disclosure Material, is being filed or furnished, as applicable, in part to satisfy the Company's public disclosure obligations pursuant to such confidentiality agreements and the Exchange Agreement. The Disclosure Material should not be regarded as an indication that the Company or any third party consider the Disclosure Material to be a reliable prediction of future events, and the Disclosure Material should not be relied upon as such. The Disclosure Material was not prepared with a view toward public disclosure. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of Disclosure Material or undertakes any obligation to publicly update the Disclosure Material to reflect circumstances existing after the date when the Disclosure Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Disclosure Material are shown to be in

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 * Exchange Agreement dated November 24, 2024, by and among Office Properties Income Trust and the holders of Senior Unsecured Notes due 2025 from time to time party thereto. 99.1 Press Release dated November 25, 2024. 99.2 Investor Presentation dated November 25, 2024. 99.3 Disclosure Material, dated as of November 25, 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. 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: November 25, 2024 5

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