Office Properties Income Trust Announces Waiver of Minimum Participation Condition and Extension of the Early Delivery Time for Previously Announced Private Exchange Offers

Tender Expiration Date of March 10, 2025 Remains Unchanged

NEWTON, Mass.--(BUSINESS WIRE)-- 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 2026, 2027 and 2031 (collectively, 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 the Offering Memorandum, dated as of February 7, 2025, as supplemented by the supplement, dated February 13, 2025, and as previously amended by OPI’s February 24, 2025 press release (the “Offering Memorandum”).

Waiver of Minimum Participation Condition and Extension of Early Delivery Time

Under the terms of the Amended Exchange Offers, OPI is:

(i) waiving the condition requiring the valid tender of at least $105 million in aggregate principal amount of OPI’s senior unsecured notes due 2026 prior to settlement (the “Minimum Participation Condition”); and

(ii) extending the Early Delivery Time for holders to validly tender their Existing Notes to 5:00 p.m., New York City time, on March 10, 2025 (such date and time, as it may be extended, the “Amended Early Delivery Time”).

Expiration Time of March 10 and Other Terms Unchanged

Except as described in this press release with respect to the waiver of the Minimum Participation Condition and the Amended Early Delivery Time, the terms and conditions of the Amended Exchange Offers described in the Offering Memorandum remain unchanged. The withdrawal deadline expired at 5:00 p.m., New York City time, on February 28, 2025, and has not been extended. The Expiration Time for the Amended Exchange Offers remains 5:00 p.m., New York City time, on March 10, 2025. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offering Memorandum.

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 or to U.S. persons (other than distributors) 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, (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, collectively, “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, D.F. King & Co (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) 628-8528 (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) 628-8528 (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 by this press release.

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 December 31, 2024, approximately 58% of OPI's revenues were from investment grade rated tenants. OPI owned 128 properties as of December 31, 2024, with approximately 17.8 million square feet located in 29 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 $40 billion in assets under management as of December 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 OPI’s ability to consummate the Amended Exchange Offers.

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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Questions regarding the Amended Exchange Offers may be directed to:

Kevin Barry, Senior Director, Investor Relations

(617) 219-1410

Source: Office Properties Income Trust