Office Properties Income Trust Prices $300 Million of Senior Secured Notes Due 2029

Rhea-AI Summary

Office Properties Income Trust (OPI) announced the pricing of $300 million of 9.000% senior secured notes due 2029, with the net proceeds expected to be approximately $272 million. The company plans to use the proceeds, along with borrowings under its secured revolving credit facility, to redeem $350 million of its 4.250% Senior Unsecured Notes due 2024. The redemption date is set for March 9, 2024, with the redemption price to be paid on March 11, 2024. The new notes have not been registered under the Securities Act of 1933 and will be offered only to qualified institutional buyers and non-U.S. investors in compliance with Regulation S under the Securities Act.

Insights

Financial Analyst

The announcement by Office Properties Income Trust (OPI) regarding the pricing of their $300 million senior secured notes due in 2029 is a strategic financial move that merits a closer examination. The high-interest rate of 9.000% is indicative of the current market conditions and the perceived credit risk associated with OPI. This rate is considerably higher than the 4.250% for the existing 2024 Notes, suggesting a shift in the cost of borrowing for the company. Investors should note that the increase in interest expenses due to the higher rate could affect OPI's future net income.

The use of the proceeds to redeem the 4.250% Senior Unsecured Notes maturing in 2024 reflects a refinancing strategy aimed at managing the company's debt profile. However, the decision to secure the new notes with first-priority liens on significant assets raises questions about the company's liquidity and leverage ratios. This move could potentially limit OPI's flexibility in managing its real estate portfolio and may be a point of concern for investors evaluating the company's long-term financial health.

Real Estate Market Analyst

The collateralization of the new senior secured notes with 17 office properties valued at approximately $574 million provides insight into the company's asset management strategy. By pledging high-value assets and subsidiary equity interests, OPI is demonstrating a commitment to secure its obligations, which could reassure investors about the company's ability to meet its debt obligations. Nonetheless, the real estate market's volatility and the current economic climate must be considered when assessing the risk associated with these assets.

Furthermore, the impact of this financial maneuver on OPI's market position within the office properties sector should be considered. The decision to secure new financing at a higher interest rate while leveraging valuable real estate assets could affect the company's competitive edge, especially if the market faces downward pressure or if there is a shift towards remote work reducing demand for office spaces.

Legal Expert

The legal stipulations surrounding the offering of the new senior secured notes, particularly the fact that they will not be registered under the Securities Act of 1933 and are only available to qualified institutional buyers and non-U.S. investors, is a key consideration. This exclusivity could limit the pool of potential investors, but it also aligns with regulatory compliance and minimizes the legal risks associated with a broader offering. The redemption of the 2024 Notes is contingent upon the successful closing of the new notes offering and the borrowing under OPI's credit facility, which introduces a conditional element that investors should be aware of as it could affect the redemption timeline and the financial outcomes.

Announces Notice of Redemption of $350 Million of Senior Unsecured Notes Maturing in 2024

NEWTON, Mass.--(BUSINESS WIRE)-- Office Properties Income Trust (Nasdaq: OPI) today announced that it has priced $300 million aggregate principal amount of 9.000% senior secured notes due 2029. The closing is expected to occur on February 12, 2024, subject to the satisfaction of customary closing conditions. The new notes will be guaranteed by certain of OPI’s subsidiaries and secured by first-priority liens on 17 office properties with a gross carrying value of approximately $574 million and a pledge of the equity interests of the subsidiary guarantors. The net proceeds from the offering, after initial purchaser discounts and estimated offering costs, are expected to be approximately $272 million and will be used, together with borrowings under OPI's secured revolving credit facility, to redeem OPI's 4.250% Senior Unsecured Notes due 2024 (the "2024 Notes").

OPI also announced that it will be providing a notice of early redemption for the 2024 Notes at a redemption price equal to the principal amount of $350 million, plus accrued and unpaid interest to, but excluding, the date of redemption. The redemption date will be March 9, 2024 and the redemption price will be paid on March 11, 2024. The notice of redemption is conditioned upon the closing of the senior secured notes offering and OPI borrowing under its secured revolving credit facility on or prior to the redemption date.

The new notes have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The new notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States only to non-U.S. investors in compliance with Regulation S under the Securities Act.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release also does not constitute a notice of redemption with respect to the redemption of OPI’s 4.250% Senior Unsecured Notes due 2024.

About Office Properties Income Trust

OPI is a national REIT focused on owning and leasing high quality office and mixed-use properties in select growth-oriented U.S. markets. As of September 30, 2023, approximately 64% of OPI's revenues were from investment grade rated tenants. OPI owned and leased 154 properties as of September 30, 2023, with approximately 20.7 million square feet located in 30 states and Washington, D.C. In 2023, OPI was named as an Energy Star® Partner of the Year for the sixth consecutive year. OPI is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with approximately $36 billion in assets under management as of September 30, 2023, and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate. OPI is headquartered in Newton, MA. For more information, visit opireit.com.

WARNING REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These statements include statements about the expected settlement date of the offering of the new notes, the use of proceeds therefrom and a future draw on OPI's secured revolving credit facility to fund the redemption of the 4.250% Senior Unsecured Notes due 2024. These forward-looking statements are based upon OPI’s present intent, beliefs and expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond OPI’s control. The settlement of the senior secured notes offering is subject to various customary conditions and contingencies. If these conditions are not satisfied or the specified contingencies do not occur, the offering may not close. Further, OPI’s current intentions with respect to the use of the net proceeds from the offering and borrowings under its secured revolving credit facility to redeem OPI’s outstanding 4.250% Senior Unsecured Notes due 2024 is dependent on the closing of the offering and the availability of borrowings under OPI’s secured revolving credit facility and may not occur.

The information contained in OPI’s filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in OPI’s periodic reports, or incorporated therein, identifies other important factors that could cause differences from OPI’s forward-looking statements. OPI’s 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, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240207944681/en/

Kevin Barry, Senior Director, Investor Relations

(617) 219-1410

Source: Office Properties Income Trust

FAQ

What is the purpose of the $300 million senior secured notes due 2029 announced by OPI?

The purpose is to use the net proceeds, along with borrowings under OPI's secured revolving credit facility, to redeem $350 million of its 4.250% Senior Unsecured Notes due 2024.

When is the redemption date for OPI's 4.250% Senior Unsecured Notes due 2024?

The redemption date is set for March 9, 2024, with the redemption price to be paid on March 11, 2024.

Are the new notes offered to the public?

No, the new notes have not been registered under the Securities Act of 1933 and will be offered only to qualified institutional buyers and non-U.S. investors in compliance with Regulation S under the Securities Act.