Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced certain amendments to its
previously announced private exchange offers (as amended, the
“Amended Exchange Offers”) to exchange
its outstanding senior unsecured notes due 2025 (the “Existing 2025 Notes”), 2026 (the “Existing 2026 Notes”), 2027 (the “Existing 2027 Notes”) and 2031 (the “Existing 2031 Notes”, and together with the
Existing 2025 Notes, Existing 2026 Notes and the Existing 2027
Notes, the “Existing Notes”) for new
9.000% Senior Secured Notes due 2029 (the “New Notes”) and related guarantees pursuant to the
terms and conditions set forth in an Offering Memorandum, dated as
of May 1, 2024 (the “Offering
Memorandum”).
Amended Exchange Consideration
Under the terms of the Amended Exchange Offers, holders
exchanging their Existing Notes will be entitled to receive the
revised amounts of New Notes set forth in the table below (the
“Amended Exchange Consideration”),
subject to pro rata reduction as described below. The Amended
Exchange Consideration is the same as the early exchange
consideration offered to holders who previously tendered prior to
the May 14, 2024 early delivery time.
Amended Acceptance Priority Levels; New Priority Amounts for
Each Series
The Acceptance Priority Levels for Existing Notes are also being
modified as part of the Amended Exchange Offers. Each series of
Existing Notes will take priority up to the Priority Amount of New
Notes to be issued in exchange therefor as set forth in the Updated
Consideration Table below.
If the aggregate principal amount of Existing Notes of any
series that participates in the exchange would, if fully accepted,
result in the issuance of New Notes in excess of the Priority
Amount for such series, then the amount of Existing Notes of such
series participating in the exchange will be reduced on a pro rata
basis. However, to the extent that New Notes issued in respect of
any series of Existing Notes would be less than the Priority Amount
for such series (the difference between the Priority Amount for
such series and the New Notes issued in respect of such series, an
“Undersubscribed New Notes Amount”),
the Undersubscribed New Notes Amount will be allocated to holders
of other series of Existing Notes, if any, that exceeded the
applicable Priority Amount for such series in accordance with the
assigned Acceptance Priority Levels shown in the Updated
Consideration Table below, with 1 being the highest and 4 being the
lowest, subject to pro rata reduction.
The maximum aggregate principal amount of New Notes issued in
connection with the Amended Exchange Offers remains $610
million.
Updated Consideration Table
Existing Notes to
Be Exchanged
CUSIP/ISIN
Existing
Aggregate
Outstanding
Principal
Amount
“Priority
Amount” of New
Notes
Acceptance
Priority Level
for
Undersubscribed New
Notes
Amount
Exchange Consideration
Existing 2031 Notes
67623CAF6/US67623CAF68
$400,000,000
$150,000,000
1
$515
Existing 2027 Notes
67623CAE9/US67623CAE93
$350,000,000
$100,000,000
2
$610
Existing 2026 Notes
67623CAD1/US67623CAD11
$300,000,000
$125,000,000
3
$720
Existing 2025 Notes
81618TAC4/US81618TAC45
$650,000,000
$235,000,000
4
$938
Illustration of Priority for Undersubscribed New Notes
Amount
The following table illustrates the waterfall of claims on each
of the Priority Amounts set forth in the Updated Consideration
Table above.
$150,000,000
$100,000,000
$125,000,000
$235,000,000
Existing 2031 Notes
Existing 2027 Notes
Existing 2026 Notes
Existing 2025 Notes
Existing 2027 Notes
Existing 2031 Notes
Existing 2031 Notes
Existing 2031 Notes
Existing 2026 Notes
Existing 2026 Notes
Existing 2027 Notes
Existing 2027 Notes
Existing 2025 Notes
Existing 2025 Notes
Existing 2025 Notes
Existing 2026 Notes
Waiver of Minimum Tender Conditions
In addition, OPI announced it has waived the conditions
requiring (i) the tender of at least $97.5 million in aggregate
principal amount of the Existing 2025 Notes and (ii) the tender of
a sufficient amount of Existing Notes such that at least $488
million in aggregate principal amount of New Notes will be issued
on the Settlement Date.
Extension of Expiration Time
In connection with the amendments, OPI announced that the
expiration time for the Amended Exchange Offers has been extended
until 5:00 p.m., New York City time, on June 4, 2024 (such date and
time, as may be extended, the “Amended
Expiration Time”). The withdrawal deadline expired at 5:00
p.m., New York City time, on May 14, 2024, and has not been
extended.
Exchange Participation To-Date
According to information provided by D.F. King & Co, the
information and exchange agent (the “Information and Exchange Agent”), as of 5:00 p.m.,
New York City time, on May 17, 2024, OPI received from Eligible
Holders (as defined below) valid (and not validly withdrawn)
tenders for New Notes representing $399,111,000 in aggregate
principal amount of Existing Notes, consisting of: (i) $81,048,000
of Existing 2025 Notes, (ii) $87,767,000 of Existing 2026 Notes,
(iii) $128,040,000 of Existing 2027 Notes, and (iv) $102,256,000 of
Existing 2031 Notes.
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 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, or (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 (such holders,
“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, 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) 829-6551 (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) 829-6551 (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, and not to provide withdrawal
rights in connection therewith except as required by law.
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 March 31, 2024, approximately 62% of OPI's
revenues were from investment grade rated tenants. OPI owned 151
properties as of March 31, 2024, with approximately 20.3 million
square feet located in 30 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 $41
billion in assets under management as of March 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 our ability to
consummate the Amended Exchange Offers.
Because actual results could differ materially from OPI’s
intentions, plans, expectations, anticipations, projections,
estimations, predictions, assumptions and beliefs about the future,
you are urged to view all forward-looking statements with caution.
OPI does not undertake any obligation to update or revise any
forward-looking statements, whether 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/20240519530074/en/
Questions regarding the Amended Exchange Offers may be directed
to:
Kevin Barry, Senior Director, Investor Relations (617)
219-1410
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