Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today
announced certain amendments to its previously announced private
exchange offers (the “Amended Exchange Offers”) to exchange its
outstanding senior unsecured notes due 2026, 2027 and 2031
(collectively, the “Existing Notes”) for new 8.000% Senior Priority
Guaranteed Unsecured Notes due 2030 (the “New Notes”) and related
guarantees pursuant to the terms and conditions set forth in the
Offering Memorandum, dated as of February 7, 2025, and as
supplemented by the supplement, dated February 13, 2025 (the
“Offering Memorandum”). In connection with the amendments, the
Early Delivery Time and Withdrawal Deadline for the Amended
Exchange Offers have each been extended until 5:00 p.m., New York
City time, on February 28, 2025 (such date and time, as it may be
extended, the “Amended Early Delivery Time”, and the “Amended
Withdrawal Deadline”, respectively).
Except as described in this press release with respect to the
Amended Early Delivery Time and Amended Withdrawal Deadline, the
terms and conditions of the Amended Exchange Offers described in
the Offering Memorandum remain unchanged. Capitalized terms used
but not defined herein shall have the meanings assigned to such
terms in the Offering Memorandum.
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 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, (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 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, 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 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) 628-8528 (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 by this press release.
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 December 31, 2024, approximately 58% of OPI's
revenues were from investment grade rated tenants. OPI owned 128
properties as of December 31, 2024, with approximately 17.8 million
square feet located in 29 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 $40
billion in assets under management as of December 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 OPI’s ability to
consummate the Amended 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/20250223592540/en/
Questions regarding the Amended Exchange Offers may be directed
to: Kevin Barry, Senior Director, Investor Relations (617)
219-1410
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