Office Properties Income Trust Closes $300 Million Offering of Senior Secured Notes Due 2029
February 12 2024 - 4:15PM
Business Wire
Issued Notice of Redemption of $350 Million of
Senior Unsecured Notes Maturing in 2024
Office Properties Income Trust (Nasdaq: OPI) today announced
that it has consummated the offering of $300 million aggregate
principal amount of 9.000% senior secured notes due 2029. The notes
are guaranteed by certain of OPI’s subsidiaries and secured by
first-priority liens on 17 office properties with a gross carrying
value of approximately $574 million and a pledge of the equity
interests of the subsidiary guarantors. The net proceeds from this
transaction, after initial purchaser discounts and offering costs,
are approximately $272 million and will be used, together with
borrowings under OPI's secured revolving credit facility, to redeem
OPI's 4.250% Senior Unsecured Notes due 2024 (the "2024
Notes").
In connection with the offering, OPI issued a notice of early
redemption for the 2024 Notes at a redemption price equal to the
principal amount of $350 million, plus accrued and unpaid interest
to, but excluding, the date of redemption. The redemption date will
be March 9, 2024 and the redemption price will be paid on March 11,
2024. The notice of redemption is conditioned upon OPI borrowing
under its secured revolving credit facility on or prior to the
redemption date.
B. Riley Securities, Barclays, BMO Capital Markets, BofA
Securities, Citigroup, PNC Capital Markets LLC and UBS Investment
Bank acted as joint book-running managers for the offering.
The new notes have not been 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 or an applicable exemption from registration
under the Securities Act or any applicable state securities laws.
The new notes were offered only to persons reasonably believed to
be qualified institutional buyers under Rule 144A under the
Securities Act and outside the United States only to non-U.S.
investors in compliance with Regulation S under the Securities
Act.
This press release does not constitute 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 in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction. This press release also does not constitute a notice
of redemption with respect to the redemption of OPI’s 4.250% Senior
Unsecured Notes due 2024.
About Office Properties Income Trust
OPI is a national REIT focused on owning and leasing high
quality office and mixed-use properties in select growth-oriented
U.S. markets. As of September 30, 2023, approximately 64% of OPI's
revenues were from investment grade rated tenants. OPI owned and
leased 154 properties as of September 30, 2023, with approximately
20.7 million square feet located in 30 states and Washington, D.C.
In 2023, OPI was named as an Energy Star® Partner of the Year for
the sixth 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 December 31,
2023, and more than 35 years of institutional experience in buying,
selling, financing and operating commercial real estate. OPI is
headquartered in Newton, MA. For more information, visit
opireit.com.
WARNING REGARDING FORWARD-LOOKING
STATEMENTS
This press release 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 use of proceeds of the offering and a future draw on
OPI's secured revolving credit facility to fund the redemption of
the 4.250% Senior Unsecured Notes due 2024. These forward-looking
statements are based upon OPI’s 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 OPI’s control. OPI’s
current intentions with respect to the use of the net proceeds from
the offering and borrowings under its secured revolving credit
facility to redeem OPI’s outstanding 4.250% Senior Unsecured Notes
due 2024 are dependent on the availability of borrowings under
OPI’s secured revolving credit facility and may not occur.
The information contained in OPI’s filings with the Securities
and Exchange Commission (“SEC”), including under the caption “Risk
Factors” in OPI’s periodic reports, or incorporated therein,
identifies other important factors that could cause differences
from OPI’s forward-looking statements. OPI’s filings with the SEC
are available on the SEC’s website at www.sec.gov.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240212209118/en/
Kevin Barry, Senior Director, Investor Relations (617)
219-1410
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