SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we”, “us”, “our” and “the Company” refer to Office Properties Income Trust.
Item 8.01. Other Events.
Offering of 2.650% Senior Notes due 2026
On May 13, 2021, we agreed to sell $300.0 million aggregate principal amount of our 2.650% Senior Notes due 2026, or the Notes, in an underwritten public offering. The Notes are expected to be issued on or about May 18, 2021, and will be issued under our Indenture, dated July 20, 2017, or the Base Indenture, and a supplemental indenture thereto, to be dated on or about May 18, 2021, or the Supplemental Indenture, between us and U.S. Bank National Association, as trustee. The Notes will be our senior unsecured obligations. The Notes will be subject to certain restrictive financial and operating covenants, including covenants that restrict our ability to incur debts in excess of calculated amounts, including debts secured by mortgages on our properties, and require us to maintain certain financial ratios.
The Notes will be sold to the public at 99.833% of their principal amount. We expect to use the $296.9 million of net proceeds from the offering of the Notes (after deducting estimated offering expenses and underwriters’ discounts) for general business purposes, which may include redeeming the $310.0 million principal amount outstanding of our 5.875% Senior Notes due 2046 (as described below).
The foregoing description of the covenants applicable to the Notes is qualified in its entirety by reference to such covenants as they appear in the Supplemental Indenture, the form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K, or in the Base Indenture, which was filed as Exhibit 4.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission, or SEC, on July 21, 2017, which is incorporated herein by reference.
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these engagements.
A prospectus supplement relating to the Notes will be filed with the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Redemption of 5.875% Senior Notes due 2046
On May 13, 2021, we delivered a notice of redemption to U.S. Bank National Association, as trustee, with respect to all of the $310.0 million principal amount outstanding of our 5.875% Senior Notes due 2046 for a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest, if any, to but excluding date of redemption. This redemption is expected to occur on or about June 14, 2021. As described above, we may use the net proceeds from the offering of the Notes toward the funding of this redemption.
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. For example:
|·||We expect to issue and deliver the Notes on or about May 18, 2021. In fact, the issuance and delivery of the Notes is subject to various conditions and contingencies as are customary in underwriting agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may be delayed or may not be completed; and|
|·||Our current intent is to use the proceeds from the offering of the Notes for general business purposes, which may include redeeming the $310.0 million principal amount outstanding of our 5.875% Senior Notes due 2046. However, the receipt and use of the proceeds is dependent on the completion of this offering and may not occur.|
The information contained in our filings with the SEC, including under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, identifies other important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our 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, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated as of May 13, 2021, between the Company and the underwriters named therein, pertaining to the sale of $300.0 million in aggregate principal amount of the Company’s 2.650% Senior Notes due 2026. (Filed herewith.)|
|4.1||Indenture, dated as of July 20, 2017, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 21, 2017.)|
|4.2||Form of Third Supplemental Indenture between the Company and U.S. Bank National Association, including the form of 2.650% Senior Notes due 2026. (Filed herewith.)|
|5.1||Opinion of Sullivan & Worcester LLP. (Filed herewith.)|
|5.2||Opinion of Venable LLP. (Filed herewith.)|
|8.1||Opinion of Sullivan & Worcester LLP re: tax matters. (Filed herewith.)|
|23.1||Consent of Sullivan & Worcester LLP (contained in Exhibits 5.1 and 8.1).|
|23.2||Consent of Venable LLP (contained in Exhibit 5.2).|
|104||Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|OFFICE PROPERTIES INCOME TRUST|
|By:||/s/ Matthew C. Brown|
|Name:||Matthew C. Brown|
|Title:||Chief Financial Officer and Treasurer|
Dated: May 17, 2021