Office Properties Income Trust (Nasdaq:
OPI) (“OPI”) today announced
the final results for the previously announced private exchange
offers (as amended, the “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”), as amended by OPI’s press
releases dated May 20, 2024, May 23, 2024 and June 10, 2024.
The following table sets forth (a) the aggregate principal
amount of tendered Existing Notes accepted for exchange pursuant to
the Exchange Offers and (b) the aggregate principal amount of New
Notes that OPI expects to issue as consideration in each of the
Exchange Offers.
Existing Notes
to
Be Exchanged
CUSIP/ISIN
Existing
Aggregate Outstanding
Principal
Amount
Principal
Amount
of Existing
Notes
Accepted for
Exchange
Pursuant to the
Exchange Offers
Percentage of
Existing
Notes
Accepted for
Exchange
Pursuant to
the
Exchange
Offers
Exchange Consideration
Principal
Amount of New
Notes Expected to be
Delivered
Existing 2025 Notes
81618TAC4/US81618TAC45
$650,000,000
$150,846,000
23%
$938
$141,411,000
Existing 2031 Notes
67623CAF6/US67623CAF68
$400,000,000
$285,645,000
71%
$515
$147,053,000
Existing 2027 Notes
67623CAE9/US67623CAE93
$350,000,000
$269,216,000
77%
$610
$164,162,000
Existing 2026 Notes
67623CAD1/US67623CAD11
$300,000,000
$159,512,000
53%
$720
$114,803,000
Total
$865,219,000
$567,429,000
The maximum aggregate principal amount of New Notes that could
have been issued in connection with the Exchange Offers was $610
million. The Exchange Offers expired at 5:00 p.m., New York City
time, on June 17, 2024. OPI currently expects that the settlement
date for the Exchange Offers on which it will deliver the New Notes
to participating Eligible Holders, subject to the satisfaction or
waiver of applicable conditions, will be June 20, 2024. In addition
to the New Notes, holders of Existing Notes accepted for purchase
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, as provided in the Offering Memorandum.
No Registration; Eligible Holders
The offer and sale of the New Notes and related guarantees was
not 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. The
Exchange Offers were 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 were authorized to receive
or review the Offering Memorandum or to participate in the Exchange
Offers.
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 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.
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.
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/20240617258061/en/
Questions regarding the Exchange Offers may be directed to:
Kevin Barry, Senior Director, Investor Relations (617) 219-1410
Office Properties Income (NASDAQ:OPI)
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