Office Properties Income Trust Issues Supplement to Previously Announced Private Exchange Offers Relating to Existing Senior Unsecured Notes to Reflect Certain Financial Information in its 10-K Filed Earlier Today
Supplement to Offering Memorandum
OPI previously announced the Exchange Offers on February 7, 2025. In connection with OPI’s announcement of its financial results for the quarter and year ended December 31, 2024, OPI has issued a Supplement to the Offering Memorandum to reflect certain financial information reflected in its annual report on form 10-K for the quarter and year ended December 31, 2024 (such Supplement to the Offering Memorandum, the “Supplement”). Eligible Holders (as defined below) who wish to participate in the Exchange Offers should carefully read the Supplement in conjunction with the Offering Memorandum. The terms and conditions of the Exchange Offers remain as set forth 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
Eligible Holders
The 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
The Offering Memorandum and Supplement are 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 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,
Requests for the Exchange Offer materials from Eligible Holders may be directed to the Information and Exchange Agent at D.F. King & Co., Inc., 48 Wall Street,
General
OPI is making the Exchange Offers only by, and pursuant to, the terms of the Offering Memorandum and Supplement. OPI reserves the right to terminate, withdraw, amend or extend one or more of the Exchange Offers in its discretion, subject to the terms and conditions set forth in the Offering Memorandum and Supplement.
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 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 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 Exchange Offers are being made solely on the terms and subject to the conditions set forth in the Offering Memorandum and Supplement and the information in this press release is qualified by reference to such Offering Memorandum and Supplement.
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
WARNING CONCERNING FORWARD-LOOKING STATEMENTS
Statements in this news release, including statements regarding the 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 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 Exchange Offers may be directed to:
Kevin Barry, Senior Director, Investor Relations
(617) 219-1410
Source: Office Properties Income Trust