In This Article:
Exchange Settlement Date Scheduled for March 12, 2025
NEWTON, Mass., March 11, 2025--(BUSINESS WIRE)--Office Properties Income Trust (Nasdaq: OPI) ("OPI") today announced the final results for the previously announced private exchange offers (as amended, the "Exchange Offers") to exchange its outstanding senior unsecured notes due 2026 (the "Existing 2026 Notes"), 2027 (the "Existing 2027 Notes") and 2031 (the "Existing 2031 Notes", and together with the Existing 2026 Notes and the Existing 2027 Notes, 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 an Offering Memorandum, dated as of February 7, 2025 (the "Offering Memorandum"), as supplemented by the supplement dated February 13, 2025 and as amended by OPI’s press releases dated February 24, 2025 and March 3, 2025. OPI expects that the settlement date for the Exchange Offers on which it will deliver the New Notes to participating Eligible Holders, subject to the satisfaction or waiver of applicable conditions, will be March 12, 2025.
The following table sets forth (a) the aggregate principal amount of tendered Existing Notes accepted for exchange pursuant to the Exchange Offers and (b) the aggregate principal amount of New Notes that OPI expects to issue as consideration in each of the Exchange Offers.
|
| Existing Notes to |
|
CUSIP/ISIN |
| Existing |
| Principal |
| Percentage of |
|
Exchange |
| Principal |
|
|
| Existing 2026 Notes |
| 67623CAD1/ |
| $140,488,000 |
| $6,559,000 |
| 4.7% |
| $890 |
| $5,836,000 |
|
|
| Existing 2031 Notes |
| 67623CAF6/ |
| $114,355,000 |
| $11,953,000 |
| 10.5% |
| $563 |
| $6,721,000 |
|
|
| Existing 2027 Notes |
| 67623CAE9/ |
| $80,784,000 |
| $2,478,000 |
| 3.1% |
| $761 |
| $1,882,000 |
|
|
| Total |
|
|
|
|
| $20,990,000 |
|
|
|
|
| $14,439,000 |
|
No Registration; Eligible Holders
The offer and sale of the New Notes and related guarantees was not 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. The Exchange Offers were made, and the New Notes and related guarantees are being offered and issued, only to holders who have certified to OPI that 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, "Eligible Holders"). Only Eligible Holders were authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers.