Item 8.01. Other Events. On September 10, 2026, we announced that we priced an offering of $425 million aggregate principal amount of 8.75% Senior Secured Notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to no…
OPI is a national REIT focused on owning and leasing office properties to high credit quality tenants in markets throughout the United States. OPI’s property portfolio consists of 124 wholly owned properties located in 29 states and the District of Columbia, containing approximately 17.2 million rentable square feet. As of June 30, 2025, approximately 59% of OPI's revenues were from investment grade rated tenants. 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 approximately $39 billion in assets under management as of September 30, 2025, and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. OPI is headquartered in Newton, MA.
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Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On
September 10, 2026, we announced that we priced an offering of $425 million aggregate principal amount of 8.75% Senior Secured
Notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-United
States persons in compliance with Regulation S under the Securities Act. A copy of the press release announcing the pricing of the offering
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The offer and sale of the
Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws, and,
unless so registered, the Notes and the related guarantees may not be offered or sold in the United States or to U.S. persons except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities
laws.
Warning Concerning Forward-Looking Statements
This Current Report contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These
statements include statements about the expected closing date of the offering of the Notes and the use of proceeds therefrom. These forward-looking
statements are based upon our present intent, beliefs and expectations, but these statements and the implications of these statements
are not guaranteed to occur and may not occur for various reasons, some of which are beyond our control. The closing of the offering is
subject to various customary conditions and contingencies. If these conditions are not satisfied or the specified contingencies do not
occur, the offering may not close. Further, our current intentions with respect to the use of the net proceeds from the offering to repay
all of the outstanding borrowings under our secured revolving credit facility and our secured term loan is dependent on the closing of
the offering and may not occur.
The information contained
in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors”
in our periodic reports, or incorporated therein, identifies other important factors that could cause differences from 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.
Filed exhibits (1)
EX-99.1 (by filename) tm2625217d1_ex99-1.htm
EX-99.1
2
tm2625217d1_ex99-1.htm
EXHIBIT 99.1
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Office
Properties Income Trust Prices $425 Million of
8.75%
Senior Secured Notes due 2031
Newton,
MA (September 10, 2026): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced that it has priced
an offering of $425 million aggregate principal amount of 8.75% senior secured notes due 2031 (the “notes”). The notes will
be guaranteed by certain of OPI’s subsidiaries and secured by first-priority liens on 19 office properties and a pledge of the
equity interests of the subsidiary guarantors. The settlement of the offering is expected to occur on September 24, 2026, subject to
the satisfaction of customary closing conditions.
OPI expects to use the net proceeds from the
offering, together with cash on hand, to repay all of the outstanding borrowings under its secured revolving credit facility and its
secured term loan.
The
notes have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state
securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration
o…