Office Properties Income Trust Announces Pricing of $300 Million Senior Secured Notes Maturing in 2029

Office Properties Income Trust (Nasdaq: OPI) has announced the pricing of $300 million aggregate principal amount of 9.000% senior secured notes due 2029. The closing of this offering is anticipated to take place on February 12, 2024, contingent upon the fulfillment of customary closing conditions. These newly issued notes will be backed by certain subsidiaries of OPI and secured by first-priority liens on 17 office properties valued at approximately $574 million, along with a pledge of equity interests from the subsidiary guarantors. Expected net proceeds from the offering, after accounting for initial purchaser discounts and estimated offering expenses, are approximately $272 million. These funds, combined with borrowings under OPI’s secured revolving credit facility, will be utilized to redeem OPI’s 4.250% Senior Unsecured Notes due 2024 (the “2024 Notes”).

In addition, OPI has announced a notice of early redemption for the 2024 Notes, with a redemption price equivalent to the principal amount of $350 million, plus accrued and unpaid interest up to, but not including, the redemption date. This redemption is slated for March 9, 2024, with the redemption price disbursed on March 11, 2024. However, the notice of redemption is contingent upon the successful closing of the senior secured notes offering and OPI’s borrowing under its secured revolving credit facility on or prior to the redemption date.

It’s important to note that the new notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, nor the securities laws of any other jurisdiction. Consequently, they may not be offered or sold in the United States without registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The new notes will solely be offered to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and, outside the United States, exclusively to non-U.S. investors in compliance with Regulation S under the Securities Act.

This press release does not serve as an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Furthermore, this press release does not act as a notice of redemption regarding the redemption of OPI’s 4.250% Senior Unsecured Notes due 2024.

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