Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today
announced that it is offering noteholders the option to exchange
their outstanding senior unsecured notes due 2026, 2027 and 2031
for new 8.000% Senior Priority Guaranteed Unsecured Notes due 2030
and related guarantees pursuant to the terms and conditions set
forth in an Offering Memorandum dated as of February 7, 2025 (the
“Offering Memorandum”).
Exchange Offers
OPI is offering to exchange (the “Exchange Offers”) its
outstanding 2.650% Senior Unsecured Notes due 2026 (the “Existing
2026 Notes”), 2.400% Senior Unsecured Notes due 2027 (the “Existing
2027 Notes”) and 3.450% Senior Unsecured Notes due 2031 (the
“Existing 2031 Notes” and, together with the Existing 2026 Notes
and the Existing 2027 Notes, the “Existing Notes”) for up to $175
million in aggregate principal amount of Senior Priority Guaranteed
Unsecured Notes due 2030 (the “New Notes”) and related guarantees.
The New Notes will be guaranteed by certain of OPI’s subsidiaries
(the “Guarantors”), which also guarantee its 3.250% Senior Secured
Notes due 2027.
Each $1,000 of Existing Notes that is validly tendered and not
validly withdrawn at or prior to 5:00 p.m., New York City time, on
February 21, 2025 (such date and time, as it may be extended, the
“Early Delivery Time”) or that is validly tendered after the Early
Delivery Time but at or prior to 5:00 p.m., New York City time, on
March 10, 2025, unless it is extended or earlier terminated by OPI
(such date and time, as it may be extended, the “Expiration Time”)
and that is accepted by OPI, will be entitled to receive the
consideration shown in the table below under the columns beginning
with “Early Exchange Consideration” and “Late Exchange
Consideration,” respectively. The Exchange Notes will be exchanged
in accordance with the assigned Acceptance Priority Levels
described in the table below, with 1 being the highest and 3 being
the lowest, subject to proration and rounding.
Principal Amount of New Notes
Existing Notes to Be Exchanged
CUSIP/ISIN
Aggregate Outstanding
Principal Amount
Acceptance Priority
Level
Early Exchange Consideration,
if Tendered and Not Validly Withdrawn at or prior to the
Early Delivery Time
Late Exchange Consideration,
if Tendered after the Early Delivery Time and at or prior to the
Expiration Time
Existing 2026 Notes
67623CAD1/US 67623CAD11
$140,488,000
1
$890
$870
Existing 2031 Notes
67623CAF6/US6 7623CAF68
$114,355,000
2
$563
$543
Existing 2027 Notes
67623CAE9/US 67623CAE93
$80,784,000
3
$761
$741
In addition, holders of Exchange Notes will be entitled to
accrued but unpaid interest with respect to such series to but
excluding the date on which they are exchanged for New Notes (such
date, the “Settlement Date”). The Settlement Date for the Exchange
Offers is expected to be on or about the second business day
following the Expiration Date.
An Eligible Holder (as defined below) that beneficially owns any
Existing 2026 Notes must tender all of its Existing 2026 Notes in
the Exchange Offers in order to participate in the Exchange Offers.
An Eligible Holder may withdraw Existing 2026 Notes from an
Exchange Offer only if it validly withdraws all its Existing 2026
Notes from such Exchange Offer and also validly withdraws its
tender of all other Existing Notes from the applicable Exchange
Offers.
Conditions to Exchange Offers
The consummation of each Exchange Offer is subject to certain
conditions. Among other conditions, the Exchange Offers are
conditional upon the satisfaction or, if applicable, waiver of, the
valid tender of at least $105 million in aggregate principal amount
of the Existing 2026 Notes.
Expiration Time and Withdrawal Deadline
Each Exchange Offer will expire at the Expiration Time. Existing
Notes that are tendered may not be withdrawn after 5:00 p.m., New
York City time, on the date of the Early Delivery Time (such date
and time with respect to an Exchange Offer, as the same may be
extended, the “Withdrawal Deadline”), except in limited
circumstances as set forth in the Offering Memorandum. Holders of
Existing Notes that validly tender Existing Notes at or prior to
the Early Delivery Time may validly withdraw their tender of such
Existing Notes at any time at or prior to the Withdrawal Deadline,
but they will not be entitled to receive the Early Exchange
Consideration set forth in the table above unless they validly
re-tender at or prior to the Early Delivery Time.
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 or to
U.S. persons (other than distributors) 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 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, (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 or (c) institutions and holders of the
Existing Notes that can certify they are institutional “accredited
investors” as defined in subparagraph (a)(1), (2), (3) or (7) of
Rule 501 under the Securities Act (such holders, collectively,
“Eligible Holders”). Only Eligible Holders are authorized to
receive or review the Offering Memorandum or to participate in the
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 Exchange Offers may contact the
information and exchange agent, D.F. King & Co (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) 628-8528 (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 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)
628-8528 (for all others).
General
OPI is making the Exchange Offers only by, and pursuant to, the
terms of the Offering Memorandum. OPI reserves the right to
terminate, withdraw, amend or extend one or more of the Exchange
Offers in its discretion, subject to the terms and conditions set
forth in the Offering Memorandum.
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 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 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 Exchange Offers are
being made solely on the terms and subject to the conditions set
forth in the Offering Memorandum 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 September 30, 2024, approximately 59% of OPI's
revenues were from investment grade rated tenants. OPI owned 145
properties as of September 30, 2024, with approximately 19.5
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
nearly $41 billion in assets under management as of September 30,
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 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 Exchange Offers.
You should not place undue reliance upon forward-looking
statements. Except as required by law, OPI does not intend to
update or change any forward-looking statements as a result of new
information, future events or otherwise.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the
Nasdaq.
No shareholder, Trustee or officer is
personally liable for any act or obligation of the Trust.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250206103328/en/
Questions regarding the Exchange Offers may be directed to:
Kevin Barry, Senior Director, Investor Relations (617) 219-1410
Office Properties Income (NASDAQ:OPI)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Office Properties Income (NASDAQ:OPI)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
