Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 17 2020 - 5:14PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 433
Issuer
Free Writing Prospectus
dated
September 17, 2020
Registration
No. 333-232515
Supplementing
the Preliminary
Prospectus
Supplement dated September 17, 2020
and
Prospectus dated September 17, 2020
OFFICE
PROPERTIES INCOME TRUST
PRICING TERM SHEET
$250,000,000 4.50% Senior Notes due 2025
Issuer:
|
Office Properties Income
Trust (the “Issuer”)
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Ratings (Moody’s/S&P):
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Baa3 / BBB-
A securities rating is
not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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Security Type:
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Senior Unsecured Notes
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Offering Format:
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SEC Registered
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Security Title:
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4.50% Senior Notes due 2025 (the “Notes”)
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Principal Amount:
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$250,000,000 (which will be a further
issuance of, will be interchangeable with and will be consolidated and form a single series with, the $400,000,000 of 4.50%
Senior Notes due 2025 issued on February 3, 2015)
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Trade Date:
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September 17, 2020
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Settlement Date:
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September 24, 2020 (T+5)
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Maturity Date:
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February 1, 2025
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Interest Payment Dates:
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February 1 and August 1, commencing February
1, 2021
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Benchmark Treasury:
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0.250% due August 31, 2025
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Benchmark Treasury Price/Yield:
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99-28+ / 0.272%
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Spread to Benchmark Treasury:
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+ 385 basis points
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Re-Offer Yield:
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4.122%
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Coupon (Interest Rate):
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4.50% per annum
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Price to Public:
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101.414% of the principal
amount of the Notes (plus accrued interest of $1,656,250.00 for the period from and including August 1, 2020 to, but excluding,
the settlement date)
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Use of Proceeds:
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The
Issuer expects to use the net proceeds from this offering to repay amounts outstanding under its revolving credit facility
and for general business purposes.
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Optional Redemption
Provisions:
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Make-whole
call at any time based on U.S. Treasury plus 45 basis points. If the Notes are redeemed on or after November 1, 2024 (three
months prior to the stated maturity of the Notes), the make-whole amount will be zero.
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Minimum Denominations:
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$2,000
and integral multiples of $1,000 in excess thereof
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CUSIP / ISIN:
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8161TAC4
/ US81618TAC45
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Joint Book-Running Managers:
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BofA Securities, Inc.
Citigroup Global Markets
Inc.
PNC Capital Markets LLC
RBC Capital Markets,
LLC
Wells Fargo Securities,
LLC
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Joint Lead Managers:
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Barclays Capital Inc.
BMO Capital Markets Corp.
Mizuho Securities USA
LLC
Morgan Stanley &
Co. LLC
Regions Securities LLC
SMBC Nikko Securities
America, Inc.
Truist Securities, Inc.
UBS Securities LLC
U.S. Bancorp Investments,
Inc.
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Co-Managers:
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FHN Financial Securities
Corp.
Samuel A. Ramirez &
Company, Inc.
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Capitalized
terms used in this Pricing Term Sheet but not defined have the meanings given them in the preliminary prospectus supplement.
The Issuer
has filed a registration statement (including a prospectus dated September 17, 2020 and a preliminary prospectus supplement dated September 17, 2020) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement
and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may
get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer or any underwriter
or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you
request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322; Citigroup Global Markets Inc. toll-free at 1-800-831-9146;
PNC Capital Markets LLC toll-free at 1-855-881-0697; RBC Capital Markets, LLC toll-free at 1-866-375-6829; and Wells Fargo Securities,
LLC toll-free at 1-800-645-3751.
Any disclaimers or other notices
that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were
automatically generated as a result of this communication being sent via Bloomberg or another email system.
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