Office Properties Income Trust Files 8-K

TL;DR

OPIT filed an 8-K on 12/11/24 detailing material agreements and equity sales.

AI Summary

Office Properties Income Trust (OPIT) announced on December 11, 2024, the entry into a material definitive agreement related to its senior unsecured notes due in 2050. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on material agreements and financial activities for Office Properties Income Trust, impacting investors' understanding of the company's current financial standing and obligations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, which can indicate significant corporate actions and potential financial risks.

Key Numbers

• 6.375% — Interest Rate (Interest rate on Senior Unsecured Notes due in 2050)

Key Players & Entities

• Office Properties Income Trust (company) — Filer
• Government Properties Income Trust (company) — Former Company Name
• 2050 (date) — Maturity date of Senior Unsecured Notes
• December 11, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $445.0 million — s, the Company (i) issued approximately $445.0 million aggregate principal amount of new 3.250
• $281.5 million — nt, the Company exchanged approximately $281.5 million aggregate principal amount of Existing
• $1,000 — change for cash at a ratio of, for each $1,000: (a) $1,308.82 in principal amount of N
• $1,308.82 — ash at a ratio of, for each $1,000: (a) $1,308.82 in principal amount of New Notes and (b
• $58.5 million — top Parties purchased for approximately $58.5 million of cash an aggregate total of approxima
• $76.5 million — ash an aggregate total of approximately $76.5 million in principal amount of New Notes and ap
• $6,500,000 — principal amount of New Notes equal to $6,500,000, and on March 1, 2026, we will be requi
• $125,000,000 — principal amount of New Notes equal to $125,000,000, in each case subject to reduction for

Filing Documents

• tm2430635d1_8k.htm (8-K) — 45KB
• tm2430635d1_ex4-1.htm (EX-4.1) — 977KB
• tm2430635d1_ex99-1.htm (EX-99.1) — 11KB
• tm2430635d1_ex99-1img01.jpg (GRAPHIC) — 9KB
• tm2430635d1_ex99-1img02.jpg (GRAPHIC) — 13KB
• tm2430635d1_ex99-1img03.jpg (GRAPHIC) — 24KB
• 0001104659-24-127630.txt ( ) — 1517KB
• opi-20241211.xsd (EX-101.SCH) — 3KB
• opi-20241211_def.xml (EX-101.DEF) — 26KB
• opi-20241211_lab.xml (EX-101.LAB) — 36KB
• opi-20241211_pre.xml (EX-101.PRE) — 25KB
• tm2430635d1_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Background On December 11, 2024, in connection with the previously disclosed Exchange Agreement, dated as of November 24, 2024, or the Exchange Agreement, among the Company and certain parties that held certain of the Company's senior unsecured notes due 2025, or the Existing Notes, the Company (i) issued approximately $445.0 million aggregate principal amount of new 3.250% senior secured notes due 2027, or the New Notes, and related guarantees, pursuant to that certain Indenture, dated as of December 11, 2024, or the Indenture, among the Company, the initial subsidiary guarantors listed on the signature pages thereto, or 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; (ii) issued approximately 11.5 million of our common shares of beneficial interest, $.01 par value per share, or our common shares, representing 19.9% of our issued and outstanding common shares as of November 24, 2024, or Exchange Shares; and (iii) paid certain premiums, fees and interest payments to the parties to such Exchange Agreement, as further described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on November 25, 2024. We refer to such exchange as the Private Placement and the parties to the Exchange Agreement from time to time as the Noteholder Parties. Pursuant to the Exchange Agreement, the Company exchanged approximately $281.5 million aggregate principal amount of Existing Notes in the Private Placement and issued to certain holders of Existing Notes, or the Backstop Parties, New Notes and Exchange Shares that were not issued in the Private Placement in exchange for cash at a ratio of, for each $1,000: (a) $1,308.82 in principal amount of New Notes and (b) 33.92 Exchange Shares. The Backstop Parties purchased for approxim

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 Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. As previously disclosed, the issuance of Exchange Shares pursuant to the Exchange Agreement was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or exempt pursuant to Registration S thereunder. The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with the transactions described in Item 1.01 of this Current Report on Form 8-K, the Company issued a press release on December 11, 2024, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. 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. The information contained in our periodic reports filed with the 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 availa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of December 11, 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 Press Release, dated December 11, 2024. 104 Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

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: December 11, 2024

View Full Filing

View this 8-K filing on SEC EDGAR