FWP 1 tm2115862d3_fwp.htm FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus

dated May 13, 2021

Registration No. 333-232515

Supplementing the Preliminary

Prospectus Supplement dated May 13, 2021

and Prospectus dated September 17, 2020

OFFICE PROPERTIES INCOME TRUST

PRICING TERM SHEET

$300,000,000 2.650% Senior Notes due 2026

Issuer:	Office Properties Income Trust (the “Issuer”)
Securities Ratings (Moody’s / S&P):	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.
Security Type:	Senior Unsecured Notes
Offering Format:	SEC Registered
Security Title:	2.650% Senior Notes due 2026 (the “Notes”)
Principal Amount:	$300,000,000
Trade Date:	May 13, 2021
*Settlement Date:**	May 18, 2021 (T+3)
Maturity Date:	June 15, 2026
Interest Payment Dates:	June 15 and December 15, commencing December 15, 2021
Benchmark Treasury:	0.750% due April 30, 2026
Benchmark Treasury Price/Yield:	99-18 ¾ / 0.835%
Spread to Benchmark Treasury:	+ 185 basis points
Re-Offer Yield:	2.685%
Coupon (Interest Rate):	2.650% per annum
Price to Public:	99.833% of the principal amount per Note, plus accrued interest, if any, from the date the Notes are issued, if settlement occurs after that date.

Use of Proceeds:	The Issuer expects to use the net proceeds from this offering for general business purposes, which may include redeeming the $310.0 million principal amount outstanding of its 5.875% Senior Notes due 2046.
Optional Redemption Provisions:	Make-whole call at any time based on U.S. Treasury plus 30 basis points. If the Notes are redeemed on or after May 15, 2026 (one month prior to the stated maturity of the Notes), the make-whole amount will be zero.
Minimum Denominations:	$2,000 and integral multiples of $1,000 in excess thereof
CUSIP / ISIN:	67623C AD1 / US67623CAD11
Joint Book-Running Managers:	BofA Securities, Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC
Joint Lead Managers:	BMO Capital Markets Corp. Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. U.S. Bancorp Investments, Inc.
Co-Managers:	Samuel A. Ramirez & Company, Inc. Barclays Capital Inc. FHN Financial Securities Corp. Morgan Stanley & Co. LLC UBS Securities LLC

* We expect that delivery of the notes will be made against payment thereof on or about May 18, 2021, which will be the third business day following the pricing of the notes (such settlement cycle being herein referred to as “T + 3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle T + 3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing of the notes should consult their own advisor.

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 May 13, 2021) 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; 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.