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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
May 20, 2024
OFFICE PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 001-34364 |
|
26-4273474 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
Two Newton Place, 255 Washington Street, Suite
300, Newton, Massachusetts 02458-1634
(Address of Principal Executive Offices) (Zip Code)
617-219-1440
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title Of each class |
|
Trading Symbol(s) |
|
Name
Of each exchange on which registered |
| Common Shares of Beneficial Interest |
|
OPI |
|
The Nasdaq Stock Market LLC |
| 6.375% Senior Notes due 2050 |
|
OPINL |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we”,
“us”, “our” and “the Company” refer to Office Properties Income Trust.
Amended Exchange Offer Transactions
On May 20, 2024, we announced certain amendments
to our previously announced private exchange offers (as amended, the “Amended 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 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, or the Offering Memorandum. We also announced our waiver of conditions requiring
(i) the tender of at least $97.5 million in aggregate principal amount of the 4.500% senior unsecured notes due 2025 and (ii) the tender
of a sufficient amount of Existing Notes such that at least $488 million in aggregate principal amount of New Notes would be issued on
the settlement date for the exchange offers.
The Amended Exchange Offers will expire at 5:00
p.m., New York City time, on June 4, 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.
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. 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.
For example, the completion of the Amended Exchange Offers is conditional upon the satisfaction or, if applicable, waiver of, certain
conditions to the Amended Exchange Offers, some of which are beyond our control. We cannot be sure that these conditions will be satisfied,
or if we will waive such conditions; accordingly, the Amended Exchange Offers may not be consummated on the contemplated terms or timing
or at all.
The information
contained in our periodic reports filed with the Securities and Exchange Commission, or 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 available on the SEC’s website at www.sec.gov.
You should
not place undue reliance upon any forward-looking statements.
Except as
required by law, we do not intend to update or change any forward-looking statements as a result of new information, future
events or otherwise.
No Offer or Solicitation
Neither this Current Report on Form 8-K nor the
press release attached hereto as Exhibit 99.1 constitutes an offer to sell, or a solicitation of an offer to buy, the New Notes and related
guarantees, nor shall there be any sale of the New Notes and related guarantees in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: May 20, 2024
Exhibit 99.1
FOR IMMEDIATE RELEASE
Office Properties
Income Trust Announces Amendments to Private Exchange Offers Relating to Existing Unsecured Senior Notes
Newton, MA
(May 20, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced certain amendments
to its previously announced private exchange offers (as amended, the “Amended Exchange Offers”) to exchange its outstanding
senior unsecured notes due 2025 (the “Existing 2025 Notes”), 2026 (the “Existing 2026 Notes”),
2027 (the “Existing 2027 Notes”) and 2031 (the “Existing 2031 Notes”, and together with the Existing
2025 Notes, Existing 2026 Notes and the Existing 2027 Notes, the “Existing Notes”) for new 9.000% Senior Secured Notes
due 2029 (the “New Notes”) and related guarantees pursuant to the terms and conditions set forth in an Offering Memorandum,
dated as of May 1, 2024 (the “Offering Memorandum”).
Amended Exchange Consideration
Under the terms
of the Amended Exchange Offers, holders exchanging their Existing Notes will be entitled to receive the revised amounts of New Notes
set forth in the table below (the “Amended Exchange Consideration”), subject to pro rata reduction as described below.
The Amended Exchange Consideration is the same as the early exchange consideration offered to holders who previously tendered prior to
the May 14, 2024 early delivery time.
Amended Acceptance Priority Levels;
New Priority Amounts for Each Series
The Acceptance Priority
Levels for Existing Notes are also being modified as part of the Amended Exchange Offers. Each series of Existing Notes will take priority
up to the Priority Amount of New Notes to be issued in exchange therefor as set forth in the Updated Consideration Table below.
If the aggregate
principal amount of Existing Notes of any series that participates in the exchange would, if fully accepted, result in the issuance of
New Notes in excess of the Priority Amount for such series, then the amount of Existing Notes of such series participating in the exchange
will be reduced on a pro rata basis. However, to the extent that New Notes issued in respect of any series of Existing Notes would be
less than the Priority Amount for such series (the difference between the Priority Amount for such series and the New Notes issued in
respect of such series, an “Undersubscribed New Notes Amount”), the Undersubscribed New Notes Amount will be allocated
to holders of other series of Existing Notes, if any, that exceeded the applicable Priority Amount for such series in accordance with
the assigned Acceptance Priority Levels shown in the Updated Consideration Table below, with 1 being the highest and 4 being the lowest,
subject to pro rata reduction.
The maximum aggregate
principal amount of New Notes issued in connection with the Amended Exchange Offers remains $610 million.
Updated Consideration Table
Existing Notes to
Be Exchanged | |
CUSIP/ISIN | | |
Existing
Aggregate
Outstanding
Principal
Amount | | |
“Priority
Amount” of New
Notes | | |
Acceptance
Priority Level
for
Undersubscribed
New
Notes
Amount | | |
Exchange Consideration | |
| Existing 2031 Notes | |
67623CAF6/US67623CAF68 | | |
$ | 400,000,000 | | |
$ | 150,000,000 | | |
1 | | |
$ | 515 | |
| Existing 2027 Notes | |
67623CAE9/US67623CAE93 | | |
$ | 350,000,000 | | |
$ | 100,000,000 | | |
2 | | |
$ | 610 | |
| Existing 2026 Notes | |
67623CAD1/US67623CAD11 | | |
$ | 300,000,000 | | |
$ | 125,000,000 | | |
3 | | |
$ | 720 | |
| Existing 2025 Notes | |
81618TAC4/US81618TAC45 | | |
$ | 650,000,000 | | |
$ | 235,000,000 | | |
4 | | |
$ | 938 | |
Illustration of Priority for Undersubscribed
New Notes Amount
The following table
illustrates the waterfall of claims on each of the Priority Amounts set forth in the Updated Consideration Table above.
| $150,000,000 | |
$100,000,000 | |
$125,000,000 | |
$235,000,000 |
| Existing 2031 Notes | |
Existing 2027 Notes | |
Existing 2026 Notes | |
Existing 2025 Notes |
| Existing 2027 Notes | |
Existing 2031 Notes | |
Existing 2031 Notes | |
Existing 2031 Notes |
| Existing 2026 Notes | |
Existing 2026 Notes | |
Existing 2027 Notes | |
Existing 2027 Notes |
| Existing 2025 Notes | |
Existing 2025 Notes | |
Existing 2025 Notes | |
Existing 2026 Notes |
Waiver of Minimum Tender Conditions
In addition, OPI
announced it has waived the conditions requiring (i) the tender of at least $97.5 million in aggregate principal amount of the Existing
2025 Notes and (ii) the tender of a sufficient amount of Existing Notes such that at least $488 million in aggregate principal amount
of New Notes will be issued on the Settlement Date.
Extension of Expiration Time
In connection with
the amendments, OPI announced that the expiration time for the Amended Exchange Offers has been extended until 5:00 p.m., New York City
time, on June 4, 2024 (such date and time, as may be extended, the “Amended Expiration Time”). The withdrawal
deadline expired at 5:00 p.m., New York City time, on May 14, 2024, and has not been extended.
Exchange Participation To-Date
According to
information provided by D.F. King & Co, the information and exchange agent (the “Information and Exchange
Agent”), as of 5:00 p.m., New York City time, on May 17, 2024, OPI received from Eligible Holders (as defined below)
valid (and not validly withdrawn) tenders for New Notes representing $399,111,000 in aggregate principal amount of Existing Notes,
consisting of: (i) $81,048,000 of Existing 2025 Notes, (ii) $87,767,000 of Existing 2026 Notes, (iii) $128,040,000 of
Existing 2027 Notes, and (iv) $102,256,000 of Existing 2031 Notes.
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 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 Amended 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, or (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 (such holders, “Eligible Holders”).
Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Amended 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 Amended Exchange Offers may contact 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) 829-6551 (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
Amended 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) 829-6551
(for all others).
General
OPI is making the
Amended Exchange Offers only by, and pursuant to, the terms of the Offering Memorandum, as amended by this press release. OPI reserves
the right to terminate, withdraw, amend or extend one or more of the Amended Exchange Offers in its discretion, subject to the terms
and conditions set forth in the Offering Memorandum, as amended, and not to provide withdrawal rights in connection therewith except
as required by law.
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 Amended 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 Amended 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 Amended Exchange Offers are being made solely on the terms and subject to the conditions set forth in the Offering Memorandum, as
amended by this press release, 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 March 31,
2024, approximately 62% of OPI’s revenues were from investment grade rated tenants. OPI owned 151 properties as of March 31, 2024,
with approximately 20.3 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 over $41 billion in assets under management as of March 31, 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 Amended 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 Amended Exchange Offers.
Because actual results
could differ materially from OPI’s intentions, plans, expectations, anticipations, projections, estimations, predictions, assumptions
and beliefs about the future, you are urged to view all forward-looking statements with caution. OPI does not undertake any obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Questions regarding
the Amended Exchange Offers may be directed to:
| |
Contact: |
| |
Kevin Barry, Senior Director, Investor
Relations |
| |
(617) 219-1410 |
(end)
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Office Properties Income (NASDAQ:OPINL)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Office Properties Income (NASDAQ:OPINL)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
