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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Office Properties Income Trust - Preferred Stock
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 30, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| July 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34364 OFFICE PROPERTIES INCOME TRUST (Exact |
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| July 30, 2025 |
Office Properties Income Trust Announces Second Quarter 2025 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Second Quarter 2025 Results Newton, MA (July 30, 2025): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended June 30, 2025, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. A conf |
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| July 30, 2025 |
Financial Results and Supplemental Information SECOND QUARTER 2025 July 30, 2025 Exhibit 99. |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Office Properties Income Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| June 16, 2025 |
(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2025.) Exhibit 10.1 OFFICE PROPERTIES INCOME TRUST SECOND AMENDED AND RESTATED 2009 INCENTIVE SHARE AWARD PLAN EFFECTIVE JUNE 12, 2025 Office Properties Income Trust (the "Company") hereby adopts the Second Amended and Restated Office Properties Income Trust 2009 Incentive Share Award Plan (the "Plan"), effective as of June 12, 2025 (the “Effective Date”). The Plan is an amendment and restatement of the |
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| June 12, 2025 |
Calculation of Filing Fee Table. (Filed herewith.) Calculation of Filing Fee Tables S-8 OFFICE PROPERTIES INCOME TRUST Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common shares of beneficial interest, par value $. |
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| June 12, 2025 |
As filed with the Securities and Exchange Commission on June 12, 2025 As filed with the Securities and Exchange Commission on June 12, 2025 Registration No. |
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| April 30, 2025 |
Financial Results and Supplemental Information FIRST QUARTER 2025 April 30, 2025 2Q1 2025 Table of Contents QUARTERLY RESULTS Office Properties Income Trust Announces First Quarter 2025 Financial Results . |
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| April 30, 2025 |
Exhibit 3.2 OFFICE PROPERTIES INCOME TRUST (formerly known as Government Properties Income Trust) COMPOSITE DECLARATION OF TRUST INCORPORATING: Declaration of Trust filed February 17, 2009 Articles of Amendment filed February 20, 2009 Articles of Amendment and Restatement filed April 15, 2009 Articles of Amendment and Restatement filed June 5, 2009 Articles of Amendment filed December 30, 2009 Art |
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| April 30, 2025 |
Office Properties Income Trust Announces First Quarter 2025 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces First Quarter 2025 Results Newton, MA (April 30, 2025): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended March 31, 2025, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. A con |
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| April 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34364 OFFICE PROPERTIES INCOME TRUST (Exact |
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| April 30, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Comm |
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| April 7, 2025 |
OFFICE PROPERTIES INCOME TRUST Up to $99,655,398 Common Shares of Beneficial Interest TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-284926 PROSPECTUS SUPPLEMENT (to prospectus dated April 7, 2025) OFFICE PROPERTIES INCOME TRUST Up to $99,655,398 Common Shares of Beneficial Interest We have previously entered into a sales agreement, dated as of March 14, 2025, or the sales agreement, with Clear Street LLC, or the Agent, relating to our common shares of |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 7, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| April 3, 2025 |
April 3, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| April 3, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14 |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ¨ Defin |
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| April 1, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| April 1, 2025 |
Calculation of Filing Fee Tables S-3 OFFICE PROPERTIES INCOME TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Debt Debt Securities 457(o) Equity Preferred Shares of Beneficial Interest 457(o) Equity Depositary Shares Representing Preferred Shares 457(o) Equity Common Shares of Beneficial Interest, $. |
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| April 1, 2025 |
Exhibit 4.1 OFFICE PROPERTIES INCOME TRUST (formerly known as Government Properties Income Trust) COMPOSITE DECLARATION OF TRUST INCORPORATING: Declaration of Trust filed February 17, 2009 Articles of Amendment filed February 20, 2009 Articles of Amendment and Restatement filed April 15, 2009 Articles of Amendment and Restatement filed June 5, 2009 Articles of Amendment filed December 30, 2009 Art |
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| April 1, 2025 |
$20M Exchange Scenario and Proposed $95M Exchange Exhibit 99.1 $20M Exchange Scenario and Proposed $95M Exchange Office Properties Income Trust Liquidity and covenant information 2025 Exchange Offer Completed (1) Q4-24 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Q2-26 Beginning Cash $ 261,318 $ 69,210 $ 83,246 $ 43,746 $ 42,532 $ 10,492 Cash flows from operations, net (29,228 ) 9,875 (33,000 ) 5,286 (32,414 ) 2,853 Proceeds from sales of properties, net 26,227 |
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| April 1, 2025 |
As filed with the Securities and Exchange Commission on April 1, 2025 As filed with the Securities and Exchange Commission on April 1, 2025 Registration No. |
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| April 1, 2025 |
As filed with the Securities and Exchange Commission on April 1, 2025 As filed with the Securities and Exchange Commission on April 1, 2025 Registration No. |
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| March 28, 2025 |
March 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Comm |
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| March 14, 2025 |
Articles of Amendment, dated March 14, 2025. Exhibit 3.1 OFFICE PROPERTIES INCOME TRUST ARTICLES OF AMENDMENT Office Properties Income Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Declaration of Trust of the Trust is hereby amended by deleting the second sentence of Section 6.1 of Article VI in its entirety and substituting in l |
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| March 14, 2025 |
OFFICE PROPERTIES INCOME TRUST Up to $100,000,000 Common Shares of Beneficial Interest TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-265997 PROSPECTUS SUPPLEMENT (to prospectus dated February 12, 2025) OFFICE PROPERTIES INCOME TRUST Up to $100,000,000 Common Shares of Beneficial Interest We have entered into a sales agreement, dated as of March 14, 2025, or the sales agreement, with Clear Street LLC, or the Agent, relating to our common shares of benefici |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Comm |
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| March 14, 2025 |
Sales Agreement, dated as of March 14, 2025, by and between the Company and Clear Street LLC. Exhibit 1.1 OFFICE PROPERTIES INCOME TRUST Common Shares of Beneficial Interest ($.01 par value per share) Sales Agreement March 14, 2025 Clear Street LLC 4 World Trade Center 150 Greenwich St., Floor 45 New York, NY 10007 Ladies & Gentlemen: Office Properties Income Trust, a Maryland real estate investment trust (the “Company”) confirms its agreement (this “Agreement”) with Clear Street LLC (the |
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| March 12, 2025 |
Exhibit 99.1 Office Properties Income Trust Announces Final Results of Private Exchange Offers Relating to Existing Unsecured Senior Notes Exchange Settlement Date Scheduled for March 12, 2025 Newton, MA (March 11, 2025): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced the final results for the previously announced private exchange offers (as amended, the “Exchange Offers”) to |
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| March 12, 2025 |
Exhibit 4.1 EXECUTION VERSION OFFICE PROPERTIES INCOME TRUST THE SUBSIDIARY GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of March 12, 2025 $14,439,000 8.000% Senior Priority Guaranteed Unsecured Notes due 2030 TABLE OF CONTENTS Page ARTICLE One Definitions and Other Provisions of General Application 1 Section 1.01. Definitions 1 Section 1.02. Compl |
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| March 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Comm |
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| February 19, 2025 |
As filed with the Securities and Exchange Commission on February 19, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 19, 2025 Registration No. |
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| February 19, 2025 |
Calculation of Filing Fee Tables S-3 OFFICE PROPERTIES INCOME TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Shares of Beneficial Interest, $. |
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| February 14, 2025 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2025 |
EX-99.1 4 tm255579d3ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common S |
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| February 14, 2025 |
EX-24.2 3 tm255579d3ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Stone |
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| February 13, 2025 |
As filed with the Securities and Exchange Commission on February 13, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 13, 2025 Registration No. |
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| February 13, 2025 |
Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| February 13, 2025 |
Office Properties Income Trust Fourth Quarter 2024 Financial Results and Supplemental Information February 13, 2025 Richland, WA Exhibit 99. |
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| February 13, 2025 |
Exhibit 25.4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. |
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| February 13, 2025 |
Exhibit 4.12 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE, dated as of January 29, 2025 (this “Supplemental Indenture”) by and among Office Properties Income Trust (the “Company”), the other party listed as a New Guarantor on the signature page hereto (the “New Guarantor”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such |
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| February 13, 2025 |
Calculation of Filing Fee Tables S-3 OFFICE PROPERTIES INCOME TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe |
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| February 13, 2025 |
Insider Trading Policies and Procedures. (Filed herewith.) Exhibit 19.1 Office Properties Income Trust Insider Trading Policies and Procedures To promote compliance with applicable insider trading laws and to protect our reputation for integrity and ethical conduct, we have adopted these insider trading policies and procedures, which we refer to as our “insider trading policy.” When we refer to the “Company” we are referring to Office Properties Income Tr |
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| February 13, 2025 |
Exhibit 25.3 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. |
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| February 13, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-34364 OFFICE PROPERTIES INCOME TRUST (Exact Name |
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| February 13, 2025 |
Subsidiaries of the Company. (Filed herewith.) Exhibit 21.1 OFFICE PROPERTIES INCOME TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation GOV Intech LLC Delaware GOV Lake Fairfax, Inc Maryland GOV NEW OPPTY LP Delaware GOV NEW OPPTY REIT Maryland Government Properties Income Trust LLC Delaware GPT Properties Trust Maryland OPI 25 Exchange LLC Maryland OPI Notex Holdings Trust Maryland OPI WF Borrower LLC |
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| February 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| February 13, 2025 |
Exhibit 4.14 to our Annual Report on Form 10-K for the year ended December 31, 2024 Exhibit 4.14 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Office Properties Income Trust, or the Company, we, us or our, has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: (i) Common Shares of Beneficial Interest, $.01 par value per share, or common |
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| February 13, 2025 |
Office Properties Income Trust Announces Fourth Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Fourth Quarter 2024 Results Newton, MA (February 13, 2025): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended December 31, 2024, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx |
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| February 13, 2025 |
Exhibit 4.11 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE, dated as of December 17, 2024 (this “Supplemental Indenture”) by and among Office Properties Income Trust (the “Company”), the other party listed as a New Guarantor on the signature page hereto (the “New Guarantor”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in suc |
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| February 13, 2025 |
Exhibit 25.2 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| February 12, 2025 |
As filed with the Securities and Exchange Commission on February 12, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 12, 2025 Registration No. |
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| February 12, 2025 |
Calculation of Filing Fee Tables S-3 OFFICE PROPERTIES INCOME TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Debt Debt Securities 457(o) Equity Preferred Shares of Beneficial Interest 457(o) Equity Depositary Shares Representing Preferred Shares 457(o) Equity Common Shares of Beneficial Interest, $. |
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| February 7, 2025 |
Exhibit 99.1 NOT FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Private Exchange Offers Relating to Existing 2026, 2027 and 2031 Senior Unsecured Notes Newton, MA (February 7, 2025): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced that it is offering noteholders the option to exchange their outstanding senior unsecured notes due 2026, 2027 and 2031 for new 8.00 |
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| February 7, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2025 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Co |
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| December 18, 2024 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| December 18, 2024 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| December 18, 2024 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares of Beneficial Interest, of Office Properties Income Trust, and that this Agreement be included as an Exhibit to such joint filing. |
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| December 17, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(7) Registration No. 333-265997 Prospectus Supplement (To Prospectus dated July 1, 2022) OFFICE PROPERTIES INCOME TRUST 5,700,900 Common Shares of Beneficial Interest Offered by Selling Shareholders This prospectus supplement relates to the potential resale from time to time of some or all of the 5,700,900 common shares of beneficial interest, $.01 |
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| December 17, 2024 |
OPI / Office Properties Income Trust / MSD Partners, L.P. - SC 13G Passive Investment SC 13G 1 d865689dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* OFFICE PROPERTIES INCOME TRUST (Name of Issuer) Common Shares of Beneficial Interest, $.01 par value per share (Title of Class of Securities) 67623C109 (CUSIP Number) December 11, 2024 (Date of Event Which Requires Filing |
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| December 17, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 17, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| December 17, 2024 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d865689dex991.htm EX-99.1 Exhibit 99.1 CUSIP NO. 67623C109 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13 |
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| December 17, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 OFFICE PROPERTIES INCOME TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Shares of Beneficial Interest, $. |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| December 11, 2024 |
Exhibit 4.1 Execution Version OFFICE PROPERTIES INCOME TRUST THE SUBSIDIARY GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated as of December 11, 2024 $444,992,000 3.250% Senior Secured Notes due 2027 TABLE OF CONTENTS Page ARTICLE One Definitions and Other Provisions of General Application 1 Section 1.01. Definitions 1 Section 1.02. Co |
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| December 11, 2024 |
Office Properties Income Trust Closes Private Exchange Relating to 2025 Debt Maturities Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Closes Private Exchange Relating to 2025 Debt Maturities Newton, MA (December 11, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced it has consummated the previously announced private exchange of a portion of its 4.50% senior unsecured notes due 2025 (the “2025 Notes”) for: (i) approximately $445 million of |
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| November 25, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Entry into Private Exchange Agreement with Certain Noteholders to Address 2025 Debt Maturities Private Exchange of $340 Million Expected to Close Before Year End Newton, MA (November 25, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) announced it has entered into an exchange agreement (“Exchange Agreement”) pr |
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| November 25, 2024 |
Exhibit 99.3 Final Term Sheet 11.5.24 Office Properties Income Trust Liquidity and covenant information OPI October 31st Proposal ‐ Upside (1) Q3‐24 Q4‐24 Q1‐25 Q2‐25 Q3‐25 Q4‐25 Q1‐26 Q2‐26 Q3‐26 Q4‐26 Beginning Cash 13,498 $ $ 37,598 $ 155,072 $ 125,717 $ 122,487 $ 83,656 $ 90,221 $ 70,638 $ (29,464) $ (58,638) Cash flows from operations, net (30,752) 18,088 (25,780) 3,270 (32,331) 13,065 (19,95 |
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| November 25, 2024 |
Exhibit 10.1 Execution Version EXCHANGE AGREEMENT DATED NOVEMBER 24, 2024, AMONG OFFICE PROPERTIES INCOME TRUST AND THE PARTIES HERETO NOTHING CONTAINED IN THIS EXCHANGE AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO. the securities OFFERED OR SOLD PURSUANT TO T |
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| November 25, 2024 |
Exhibit 99.2 1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION November 2024 Washington, DC 2 OFFICE PROPERTIES INCOME TRUST This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “antic |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 24, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| November 7, 2024 |
Exhibit 99.1 Office Properties Income Trust Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements On November 1, 2024, Office Properties Income Trust and its consolidated subsidiaries, or OPI, completed the sale of an office property with approximately 155,808 rentable square feet located at 350 Spectrum Loop, Colorado Springs, Colorado, or 350 Spectrum Loop, to The Mitre |
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| November 7, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Co |
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| November 7, 2024 |
OPI / Office Properties Income Trust / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Office Properties Income Trust (Name of Issuer) Real Estate Investment Trust (Title of Class of Securities) 67623C109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) |
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| October 30, 2024 |
Office Properties Income Trust Announces Third Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Third Quarter 2024 Results Newton, MA (October 30, 2024): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended September 30, 2024, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. |
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| October 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Co |
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| October 30, 2024 |
Office Properties Income Trust Third Quarter 2024 Financial Results and Supplemental Information October 30, 2024 Columbia, MD Exhibit 99. |
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| October 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34364 OFFICE PROPERTIES INCOME TRUST (E |
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| October 22, 2024 |
Illustrative Term Sheet for $470.4 million Senior Secured Notes1 Exhibit 99.3 Illustrative Term Sheet for $470.4 million Senior Secured Notes1 Issuer Office Properties Income Trust (“OPI” or the “Issuer”). Transaction Summary An ad hoc group of institutional investors holding a majority of OPI’s 2025 Notes (the “AHG”) are willing to work supportively with the Issuer and its advisors to structure and commit to participate in an exchange offer of approximately $4 |
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| October 22, 2024 |
Exhibit 99.1 1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION September 2024 Chicago, IL 2 OFFICE PROPERTIES INCOME TRUST This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticip |
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| October 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 22, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Co |
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| October 22, 2024 |
Illustrative Term Sheet for $455.0 million Senior Secured Notes1 Exhibit 99.2 Illustrative Term Sheet for $455.0 million Senior Secured Notes1 Issuer Office Properties Income Trust (“OPI” or the “Issuer”). Transaction Summary An ad hoc group of institutional investors holding a majority of OPI’s 2025 Notes (the “AHG”) are willing to work supportively with the Issuer and its advisors to structure and commit to participate in an exchange offer of approximately $4 |
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| October 9, 2024 |
(Incorporated by reference to the Company's Current Report on Form 8-K filed on October 9, 2024.) Exhibit 4.1 EXECUTION VERSION OFFICE PROPERTIES INCOME TRUST THE SUBSIDIARY GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated as of October 8, 2024 $42,570,000 9.000% Senior Secured Notes due 2029 TABLE OF CONTENTS Page ARTICLE ONE Definitions and Other Provisions of General Application 1 Sec |
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| October 9, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 8, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Com |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 ( |
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| July 31, 2024 |
Office Properties Income Trust Announces Second Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Second Quarter 2024 Results Newton, MA (July 31, 2024): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended June 30, 2024, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. A conf |
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| July 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| July 31, 2024 |
Office Properties Income Trust Second Quarter 2024 Financial Results and Supplemental Information July 31, 2024 Seattle, WA Exhibit 99. |
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| July 31, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exact Na |
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| July 9, 2024 |
EX-FILINGFEES Calculation of Filing Fee Tables 424(b)(7) (Form Type) Office Properties Income Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be paid Equity Common Shares of Beneficial Interest, $. |
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| July 9, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(7) Registration No. 333-265997 Prospectus Supplement (To Prospectus dated July 1, 2022) OFFICE PROPERTIES INCOME TRUST 1,406,952 Common Shares of Beneficial Interest Offered by Selling Shareholders This prospectus supplement relates to the potential resale from time to time of some or all of the 1,406,952 of the common shares of beneficial interest |
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| July 9, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 9, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commis |
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| June 21, 2024 |
Exhibit 4.1 EXECUTION VERSION OFFICE PROPERTIES INCOME TRUST THE SUBSIDIARY GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated as of June 20, 2024 $567,429,000 9.000% Senior Secured Notes due 2029 TABLE OF CONTENTS Page ARTICLE One Definitions and Other Provisions of General Application 1 Section 1.01. Definitions 1 Section 1.02. Compli |
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| June 21, 2024 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Final Results of Private Exchange Offers Relating to Existing Unsecured Senior Notes Newton, MA (June 18, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced the final results for the previously announced private exchange offers (as amended, the “Exchange Offers”) to exchange its outstanding senior |
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| June 21, 2024 |
Exhibit 99.1 1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION June 2024 Provo, UT 2 OFFICE PROPERTIES INCOME TRUST This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “ |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| June 13, 2024 |
Exhibit 3.3 OFFICE PROPERTIES INCOME TRUST SECONDTHIRD AMENDED AND RESTATED BYLAWS As of June 13, 20232024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Noti |
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| June 13, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 Office Properties Income Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| June 13, 2024 |
Exhibit 3.2 OFFICE PROPERTIES INCOME TRUST THIRD AMENDED AND RESTATED BYLAWS As of June 13, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Notice of Adjo |
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| June 10, 2024 |
Exhibit 10.1 EXECUTION VERSION CONFIDENTIAL June 10, 2024 Support Agreement Office Properties Income Trust Two Newton Place, 255 Washington Street Suite 300 Newton, Massachusetts 02458 Attention: Chief Financial Officer Ladies and Gentlemen: You have advised each of the undersigned (each, acting through such of its affiliates, funds or branches as it deems appropriate, a “Support Party” and collec |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| June 10, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Entry into Support Agreement with Certain Noteholders and Extension of Private Exchange Offers Relating to Existing Unsecured Senior Notes Newton, MA (June 10, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced that it has entered into a Support Agreement, dated June 10, 2024 (the “Support Agreemen |
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| May 23, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Additional Amendments to Private Exchange Offers Relating to Existing Unsecured Senior Notes Newton, MA (May 23, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced certain amendments to its previously announced private exchange offers (as amended, the “Second Amended Exchange Offers”) to exchange i |
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| May 23, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 23, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commis |
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| May 20, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Amendments to Private Exchange Offers Relating to Existing Unsecured Senior Notes Newton, MA (May 20, 2024): 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 sen |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commis |
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| May 1, 2024 |
Office Properties Income Trust First Quarter 2024 Financial Results and Supplemental Information May 1, 2024 Provo, UT Exhibit 99. |
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| May 1, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Private Exchange Offers Relating to Existing Unsecured Senior Notes Newton, MA (May 1, 2024): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced that it is offering noteholders the option to exchange their outstanding senior unsecured notes due 2025, 2026, 2027 and 2031 for new 9.000% Senior Secured Notes |
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| May 1, 2024 |
Office Properties Income Trust Announces First Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces First Quarter 2024 Results Newton, MA (May 1, 2024): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended March 31, 2024, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. A confer |
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| May 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exact N |
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| May 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commiss |
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| May 1, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commiss |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ¨ Defin |
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| April 4, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14 |
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| April 1, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| April 1, 2024 |
1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION April 2024 Atlanta, GA 2 OFFICE PROPERTIES INCOME TRUST This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. |
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| March 26, 2024 |
Exhibit 99.1 Office Properties Income Trust Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements On March 21, 2024, Office Properties Income Trust and its consolidated subsidiaries, or OPI, completed the sale of an office property with approximately 247,716 rentable square feet located at 400 South Jefferson Street, Chicago, Illinois, or 400 South Jefferson, to The Chica |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Comm |
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| February 15, 2024 |
Office Properties Income Trust Fourth Quarter 2023 Financial Results and Supplemental Information February 15, 2024 Atlanta, GA Exhibit 99. |
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| February 15, 2024 |
Form of Indemnification Agreement. (+) (Filed herewith.) Exhibit 10.8 OFFICE PROPERTIES INCOME TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serve |
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| February 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exact Name o |
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| February 15, 2024 |
Subsidiaries of the Company. (Filed herewith.) Exhibit 21.1 OFFICE PROPERTIES INCOME TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation First Potomac DC Holdings, LLC Delaware GOV NEW OPPTY LP Delaware GOV NEW OPPTY REIT Maryland Government Properties Income Trust LLC Delaware GPT Properties Trust Maryland SC Merger Sub LLC Maryland SIR Chicago LLC Delaware SIR Holdings Corporation Maryland SIR Operatin |
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| February 15, 2024 |
Office Properties Income Trust Announces Fourth Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Fourth Quarter 2023 Results Newton, MA (February 15, 2024): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended December 31, 2023, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx |
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| February 15, 2024 |
Clawback Policy. (Filed herewith.) Exhibit 97.1 OFFICE PROPERTIES INCOME TRUST CLAWBACK POLICY We do not currently pay incentive-based compensation. However, as required by the applicable rules of The Nasdaq Stock Market LLC, we are adopting this policy whereby we will recover in accordance with such rules, the amount of erroneously awarded incentive-based compensation received by our current or former executive officers in the eve |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| February 12, 2024 |
OPI / Office Properties Income Trust / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0009-officepropertiesincom.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Office Properties Income Trust Title of Class of Securities: Common Stock CUSIP Number: 67623C109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriat |
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| February 12, 2024 |
OPI / Office Properties Income Trust / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0009-officepropertiesincom.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)* Name of issuer: Office Properties Income Trust Title of Class of Securities: Common Stock CUSIP Number: 67623C109 Date of Event Which Requires Filing of this Statement: January 31, 2024 Check the appropriate |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| February 12, 2024 |
Exhibit 4.1 Execution Version OFFICE PROPERTIES INCOME TRUST THE SUBSIDIARY GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated as of February 12, 2024 $300,000,000 9.000% Senior Secured Notes due 2029 TABLE OF CONTENTS Page ARTICLE One Definitions and Other Provisions of General Application 1 Section 1.01. Definitions 1 Section 1.02. Co |
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| February 9, 2024 |
OPI / Office Properties Income Trust / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Office Properties Income Trust (Name of Issuer) Real Estate Investment Trust (Title of Class of Securities) 67623C109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 9, 2024 |
EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd., as the ultimate parent company of each of its undersigned subsidiarie |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2024 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Co |
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| January 30, 2024 |
Exhibit 10.3 EXECUTION VERSION HOLDINGS PLEDGE AGREEMENT HOLDINGS PLEDGE AGREEMENT, dated as of January 29, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof, the “Pledge Agreement”), is entered into by and between OPI WF HOLDING LLC, a Delaware limited liability company (“Pledgor”), and WELLS FARGO BANK, NATIONAL ASSOCIAT |
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| January 30, 2024 |
Exhibit 10.2 EXECUTION VERSION PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of January 29, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms hereof, the “Pledge Agreement”), is entered into by and among OPI WF BORROWER LLC, a Delaware limited liability company (the “Borrower”), the direct and indirect Subsidiaries of the Borrower |
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| January 30, 2024 |
Exhibit 10.1 Term Loan Number/CUSIP Number: Revolving Credit Loan Number/CUSIP Number: EXECUTION VERSION SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 29, 2024 by and among OPI WF Borrower LLC, as Borrower, OPI WF Holding LLC, as Holdings, Office Properties Income Trust, as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.5., |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| November 13, 2023 |
opiinvestorpresentation 1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION NOVEMBER 2023 Chicago, IL 2 OFFICE PROPERTIES INCOME TRUST This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| October 30, 2023 |
Office Properties Income Trust Announces Third Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Third Quarter 2023 Results Newton, MA (October 30, 2023): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended September 30, 2023, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. |
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| October 30, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Co |
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| October 30, 2023 |
Exhibit 10.2 FORM OF OFFICE PROPERTIES INCOME TRUST Share Award Agreement This Share Award Agreement (this “Agreement”) is made as of «DATE», 2023, between «NAME» (the “Recipient”) and Office Properties Income Trust (the “Company”). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereb |
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| October 30, 2023 |
Exhibit 10.3 OFFICE PROPERTIES INCOME TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serve |
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| October 30, 2023 |
Office Properties Income Trust Third Quarter 2023 Financial Results and Supplemental Information October 30, 2023 Chicago, IL Exhibit 99. |
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| October 30, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exa |
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| October 10, 2023 |
OPI / Office Properties Income Trust / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0008-officepropertiesincom.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Office Properties Income Trust Title of Class of Securities: REIT CUSIP Number: 67623C109 Date of Event Which Requires Filing of this Statement: September 29, 2023 Check the appropriate box t |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| September 5, 2023 |
Office Properties Income Trust Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts 02458-1634 September 5, 2023 VIA EDGAR U. |
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| September 1, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust and Office Properties Income Trust Mutually Agree to Terminate Merger Agreement Newton, MA (September 1, 2023): Diversified Healthcare Trust (Nasdaq: DHC) and Office Properties Income Trust (Nasdaq: OPI) today announced that they have mutually agreed to terminate their previously announced merger agreement dated April 11, 2023, pursua |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| September 1, 2023 |
Exhibit 10.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT, dated as of September 1, 2023 (this “Agreement”), is entered into by and between Office Properties Income Trust, a Maryland real estate investment trust (“Parent”), and Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”). Each of the foregoing are collectively referred to herein as the “Parties” and ea |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| August 30, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 30, 2023 On August 30, 2023, Diversified Healt |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| July 28, 2023 |
Office Properties Income Trust Q2 2023 Earnings Call Script Thursday, July 27th, 2023 at 10:00 AM Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 27, 2023 The following is the script for an earn |
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| July 26, 2023 |
opi063023xexhibitx992 Office Properties Income Trust Second Quarter 2023 Financial Results and Supplemental Information July 26, 2023 Washington, D. |
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| July 26, 2023 |
Exhibit 99.1 May 25, 2023 The RMR Group LLC Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458 Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Property Management Agreement, dated as of June 5, 2015 (as amended, restated or supplemented from time to time, the “Master Property Management Agreement”), by and between Office Properties Income Trust, |
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| July 26, 2023 |
Office Properties Income Trust Announces Second Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Second Quarter 2023 Results Newton, MA (July 26, 2023): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended June 30, 2023, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. A conf |
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| July 26, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| July 26, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exact Na |
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| July 21, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 21, 2023 On July 21, 2023, Office Properties Inc |
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| July 21, 2023 |
MERGER PROPOSED — YOUR VOTE IS IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424B(3) Registration No. 333-272105 MERGER PROPOSED — YOUR VOTE IS IMPORTANT The boards of trustees of Office Properties Income Trust (“OPI”), and Diversified Healthcare Trust (“DHC”), each a Maryland real estate investment trust, have approved an agreement and plan of merger, dated as of April 11, 2023, as it may be amended from time to time (the “Merg |
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| July 21, 2023 |
Filed by Office Properties Income Trust Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 21, 2023 On July 21, 2023, Office Properties Inc |
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| July 19, 2023 |
Exhibit 8.3 [Letterhead of Wachtell, Lipton, Rosen & Katz] July 19, 2023 Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: We have acted as special counsel to the Special Committee of the Board of Trustees of Office Properties Income Trust, a Maryland real estate investment trust (“Parent”), in connection with the tra |
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| July 19, 2023 |
Exhibit 8.4 Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 125 Broad Street New York, New York 10004-2498 July 19, 2023 Board of Directors Diversified Healthcare Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Board of Directors Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: |
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| July 19, 2023 |
Proxy Card of Office Properties Income Trust. (Filed herewith.) Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V21216-Z85701 For Against Abstain For Against Abstain For Against Abstain INVESTOR RELATIONS OFFICE PROPERTIES INCOME TRUST 255 WASHI |
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| July 19, 2023 |
As filed with the Securities and Exchange Commission on July 19, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 19, 2023 Registration No. |
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| July 19, 2023 |
Proxy Card of Diversified Healthcare Trust. (Filed herewith.) Exhibit 99.3 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS WHITE PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V21213-Z85702 DIVERSIFIED HEALTHCARE TRUST DIVERSIFIED HEALTHCARE TRUST C/O FIRST COAST RESULTS, INC/INDEPENDENT TABULATOR PO B |
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| July 19, 2023 |
Consent of BofA Securities, Inc. (Filed herewith.) Exhibit 99.5 Consent of BofA Securities, Inc. July 19, 2023 The Special Committee of the Board of Trustees Diversified Healthcare Trust Two Newton Place, 255 Washington Street Newton, MA 02458-1634 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 10, 2023, to the Special Committee of the Board of Trustees of Diversified Healthcare Trust (“DHC” |
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| July 19, 2023 |
July 19, 2023 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| July 19, 2023 |
Consent of JPMorgan Chase Securities LLC. (Filed herewith.) Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 10, 2023 to the Board of Trustees and the Special Committee of the Board of Trustees of Office Properties Income Trust (the “Company”) included in Annex B to the Amendment No.5 to the joint proxy statement/prospectus filed May 19, 2023 and the definitive joint proxy statement/prosp |
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| July 17, 2023 |
Consent of JPMorgan Chase Securities LLC. (Filed herewith.) Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 10, 2023 to the Board of Trustees and the Special Committee of the Board of Trustees of Office Properties Income Trust (the “Company”) included in Annex B to the Amendment No. 4 to the joint proxy statement/prospectus filed May 19, 2023 relating to the proposed merger described in |
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| July 17, 2023 |
[Letterhead of Wachtell, Lipton, Rosen & Katz] July 17, 2023 [Letterhead of Wachtell, Lipton, Rosen & Katz] July 17, 2023 Via EDGAR Ms. Isabel Rivera Ms. Pam Long Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Office Properties Income Trust Amendment No. 3 to Registration Statement on Form S-4 Filed July 7, 2023 File No. 333-272105 Dear Ms. Rivera and |
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| July 17, 2023 |
Exhibit 8.4 Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 125 Broad Street New York, New York 10004-2498 July 17, 2023 Board of Directors Diversified Healthcare Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Board of Directors Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: |
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| July 17, 2023 |
As filed with the Securities and Exchange Commission on July 17, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 17, 2023 Registration No. |
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| July 17, 2023 |
Exhibit 8.3 [Letterhead of Wachtell, Lipton, Rosen & Katz] July 17, 2023 Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: We have acted as special counsel to the Special Committee of the Board of Trustees of Office Properties Income Trust, a Maryland real estate investment trust (“Parent”), in connection with the tra |
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| July 17, 2023 |
Consent of BofA Securities, Inc. (Filed herewith.) Exhibit 99.5 Consent of BofA Securities, Inc. July 17, 2023 The Special Committee of the Board of Trustees Diversified Healthcare Trust Two Newton Place, 255 Washington Street Newton, MA 02458-1634 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 10, 2023, to the Special Committee of the Board of Trustees of Diversified Healthcare Trust (“DHC” |
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| July 7, 2023 |
As filed with the Securities and Exchange Commission on July 6, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 6, 2023 Registration No. |
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| July 7, 2023 |
Consent of BofA Securities, Inc. (Filed herewith.) Exhibit 99.5 Consent of BofA Securities, Inc. July 6, 2023 The Special Committee of the Board of Trustees Diversified Healthcare Trust Two Newton Place, 255 Washington Street Newton, MA 02458-1634 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 10, 2023, to the Special Committee of the Board of Trustees of Diversified Healthcare Trust (“DHC”) |
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| July 7, 2023 |
Exhibit 8.3 [Letterhead of Wachtell, Lipton, Rosen & Katz] July 6, 2023 Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: We have acted as special counsel to the Special Committee of the Board of Trustees of Office Properties Income Trust, a Maryland real estate investment trust (“Parent”), in connection with the tran |
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| July 7, 2023 |
Exhibit 8.4 Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 125 Broad Street New York, New York 10004-2498 July 6, 2023 Board of Directors Diversified Healthcare Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Board of Directors Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: |
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| July 7, 2023 |
Consent of JPMorgan Chase Securities LLC. (Filed herewith.) Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 10, 2023 to the Board of Trustees and the Special Committee of the Board of Trustees of Office Properties Income Trust (the “Company”) included in Annex B to the Amendment No. 3 to the joint proxy statement/prospectus filed May 19, 2023 relating to the proposed merger described in |
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| July 6, 2023 |
[Letterhead of Wachtell, Lipton, Rosen & Katz] July 6, 2023 [Letterhead of Wachtell, Lipton, Rosen & Katz] July 6, 2023 Via EDGAR Ms. Isabel Rivera Ms. Pam Long Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Office Properties Income Trust Amendment No. 2 to Registration Statement on Form S-4 Filed June 20, 2023 File No. 333-272105 Dear Ms. Rivera and |
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| July 5, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 5, 2023 On July 5, 2023, Office Properties Income Trust iss |
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| June 20, 2023 |
Consent of JPMorgan Chase Securities LLC. (Filed herewith.) Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 10, 2023 to the Board of Trustees and the Special Committee of the Board of Trustees of Office Properties Income Trust (the “Company”) included in Annex B to the Amendment No.2 to the joint proxy statement/prospectus filed May 19, 2023 and the definitive joint proxy statement/prosp |
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| June 20, 2023 |
Consent of BofA Securities, Inc. (Filed herewith.) Exhibit 99.5 Consent of BofA Securities, Inc. June 20, 2023 The Special Committee of the Board of Trustees Diversified Healthcare Trust Two Newton Place, 255 Washington Street Newton, MA 02458-1634 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 10, 2023, to the Special Committee of the Board of Trustees of Diversified Healthcare Trust (“DHC” |
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| June 20, 2023 |
Proxy Card of Office Properties Income Trust.** Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION V19509-TBD For Against Abstain For Against Abstain For Against Abstain INVESTOR RELATI |
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| June 20, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Office Properties Income Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Shares, par value $. |
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| June 20, 2023 |
Exhibit 8.3 [Letterhead of Wachtell, Lipton, Rosen & Katz] June 20, 2023 Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: We have acted as special counsel to the Special Committee of the Board of Trustees of Office Properties Income Trust, a Maryland real estate investment trust (“Parent”), in connection with the tra |
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| June 20, 2023 |
Exhibit 8.4 Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 125 Broad Street New York, New York 10004-2498 June 20, 2023 Board of Directors Diversified Healthcare Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Board of Directors Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: |
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| June 20, 2023 |
Proxy Card of Diversified Healthcare Trust.** Exhibit 99.3 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS WHITE PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PRELIMINARY PROXY MATERIAL-SUBJECT TO COMPLETION V19506-TBD DIVERSIFIED HEALTHCARE TRUST DIVERSIFIED HEALTHCARE TRUST C/O FIRST |
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| June 20, 2023 |
As filed with the Securities and Exchange Commission on June 20, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 20, 2023 Registration No. |
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| June 13, 2023 |
Second Amended and Restated Bylaws of the Company, as of June 13, 2023 (marked copy) Exhibit 3.3 OFFICE PROPERTIES INCOME TRUST SECOND AMENDED AND RESTATED BYLAWS As of June 13, 2023 As Amended and Restated September 7, 2016, and As Amended December 31, 2018, and As Amended March 27, 2019 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Sectio |
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| June 13, 2023 |
2019. (Incorporated by reference to Office Properties Income Trust’s Current Report on Form 8-K Exhibit 3.2 OFFICE PROPERTIES INCOME TRUST SECOND AMENDED AND RESTATED BYLAWS As of June 13, 2023 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Notice of Adjourne |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 Office Properties Income Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| June 7, 2023 |
Consent of JPMorgan Chase Securities LLC. Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 10, 2023 to the Board of Trustees and the Special Committee of the Board of Trustees of Office Properties Income Trust (the “Company”) included in Annex B to the Amendment No. 1 to the joint proxy statement/prospectus filed on May 19, 2023 relating to the proposed merger described |
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| June 7, 2023 |
Consent of BofA Securities, Inc. (Filed herewith.) Exhibit 99.5 Consent of BofA Securities, Inc. June 6, 2023 The Special Committee of the Board of Trustees Diversified Healthcare Trust Two Newton Place, 255 Washington Street Newton, MA 02458-1634 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 10, 2023, to the Special Committee of the Board of Trustees of Diversified Healthcare Trust (“DHC”) |
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| June 7, 2023 |
As filed with the Securities and Exchange Commission on June 6, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 6, 2023 Registration No. |
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| June 7, 2023 |
Exhibit 8.3 [FORM OF OPINION] [Letterhead of Wachtell, Lipton, Rosen & Katz] [●], 2023 Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: We have acted as special counsel to the Special Committee of the Board of Trustees of Office Properties Income Trust, a Maryland real estate investment trust (“Parent”), in connectio |
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| June 7, 2023 |
Form of Proxy Card of Diversified Healthcare Trust. (Filed herewith.) Exhibit 99.3 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V09776-P93087 DIVERSIFIED HEALTHCARE TRUST INVESTOR RELATIONS DIVERSIFIED HEALTHCARE TRUST 255 WASHINGTON STREET, SUITE 300 NEWTON, M |
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| June 7, 2023 |
Form of Proxy Card of Office Properties Income Trust. (Filed herewith.) EX-99.2 9 tm2315820d4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V05501-P90540 For Against Abstain For Against Abstain ! ! ! INVESTOR RELATIONS OFFICE PR |
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| June 7, 2023 |
Exhibit 8.4 Telephone: 1-212-558-4000 Facsimile: 1-212-558-3588 125 Broad Street New York, New York 10004-2498 [●], 2023 Board of Directors Diversified Healthcare Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Board of Directors Office Properties Income Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: We |
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| May 26, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: May 26, 2023 On May 26, 2023, Office Properties Income Trust iss |
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| May 19, 2023 |
Form of Amendment to Amended and Restated Declaration of Trust of Office Properties Income Exhibit 3.2 FORM OF ARTICLES OF AMENDMENT OF OFFICE PROPERTIES INCOME TRUST Office Properties Income Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: At the Effective Time (as defined below), Article II of the Amended and Restated Declaration of Trust of the Trust (the “Declarati |
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| May 19, 2023 |
Consent of JPMorgan Chase Securities LLC. Exhibit 99.4 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 10, 2023 to the Board of Trustees and the Special Committee of the Board of Trustees of Office Properties Income Trust (the “Company”) included in Annex B to the joint proxy statement/prospectus relating to the proposed merger described in the Merger Agreement, dated April 11, 2023 |
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| May 19, 2023 |
Consent of Bank of America Global Markets Inc. EX-99.5 8 tm23152820d2ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Consent of BofA Securities, Inc. May 19, 2023 The Special Committee of the Board of Trustees Diversified Healthcare Trust Two Newton Place, 255 Washington Street Newton, MA 02458-1634 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 10, 2023, to the Special Committee of the Board of Tr |
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| May 19, 2023 |
As filed with the Securities and Exchange Commission on May 19, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 19, 2023 Registration No. |
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| May 19, 2023 |
Exhibit 99.1 CONFIDENTIAL April 11, 2023 The RMR Group LLC Two Newton Place Washington Street, Suite 300 Newton, Massachusetts 02458 Attention: Matthew P. Jordan RE: Management Agreements with The RMR Group LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and between Diversified Healthcare Trust (“DHC”) an |
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| May 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Office Properties Income Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Shares, par value $. |
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| May 19, 2023 |
Power of Attorney for Trustees and Officers of Office Properties Income Trust.** Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears immediately below hereby constitutes and appoints Christopher J. Bilotto and Matthew C. Brown, and each of them, with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commis |
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| May 11, 2023 |
Exhibit 99.1 1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION MAY 2023 Tampa, FL 2 OFFICE PROPERTIES INCOME TRUST WARNING REGARDING FORWARD LOOKING STATEMENTS, DISCLAIMERS AND NON-GAAP FINANCIAL MEASURESCONT. No Offer or Solicitation This presentation shall not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or |
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| May 11, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: May 11, 2023 The following investor presentation was first made available on May 11, 2023. 1 OFFICE PROPERTIES |
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| May 8, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: May 5, 2023 The following are excerpts from the transcript of the investor conference call of The RMR Group Inc |
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| April 27, 2023 |
Office Properties Income Trust Q1 2023 Earnings Call Script Thursday, April 27, 2023 at 10:00 AM Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 27, 2023 The following is the script for an earnings conference call of Office Properties Income Trust (“ |
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| April 26, 2023 |
Office Properties Income Trust Announces First Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces First Quarter 2023 Results Newton, MA (April 26, 2023): Office Properties Income Trust (Nasdaq: OPI) today announced its financial results for the quarter ended March 31, 2023, which can be found at the Quarterly Results section of OPI’s website at https://www.opireit.com/investors/financial-information/default.aspx. A con |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Comm |
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| April 26, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exact N |
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| April 26, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 17, 2023, by and among OFFICE PROPERTIES INCOME TRUST (f/k/a GOVERNMENT PROPERTIES INCOME TRUST), a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto, and |
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| April 26, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 26, 2023 The following earnings presentation was first made available on April 26, 2023. Exhibit 99.2Tamp |
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| April 26, 2023 |
opi033123xexhibitx992 Exhibit 99.2Tampa, FL Office Properties Income Trust First Quarter 2023 Financial Results and Supplemental Information April 26, 2023 Q1 2023 2 Table of Contents QUARTERLY RESULTS Office Properties Income Trust Announces First Quarter 2023 Financial Results ................................................................................. 4 First Quarter 2023 Highlights ...... |
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| April 12, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG OFFICE PROPERTIES INCOME TRUST AND DIVERSIFIED HEALTHCARE TRUST DATED AS OF APRIL 11, 2023 TABLE OF CONTENTS Page Article 1 DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 19 Article 2 THE MERGER Section 2.1 The Merger; Effects of the Merger 20 Sect |
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| April 12, 2023 |
Exhibit 10.1 THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT THIS THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2023, by and among The RMR Group LLC, a Maryland limited liability company (“Managing Agent”), and Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself |
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| April 12, 2023 |
between Office Properties Income Trust and The RMR Group LLC. (Incorporated by reference to Exhibit 10.1 THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT THIS THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2023, by and among The RMR Group LLC, a Maryland limited liability company (“Managing Agent”), and Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| April 12, 2023 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG OFFICE PROPERTIES INCOME TRUST AND DIVERSIFIED HEALTHCARE TRUST DATED AS OF APRIL 11, 2023 TABLE OF CONTENTS Page Article 1 DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 19 Article 2 THE MERGER Section 2.1 The Merger; Effects of the Merger 20 Sect |
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| April 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No. |
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| April 11, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust and Diversified Healthcare Trust Announce Agreement to Merge in All-Share Transaction Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential Gains Access to an Attractive Portfolio of Medical Office and Life Science Properties and Provides Access to National, Private Pay Senior Living Co |
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| April 11, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 11, 2023 The following is the script for a conference call hosted by Christopher J. Bilotto, President an |
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| April 11, 2023 |
Exhibit 99.2 Office Properties Income Trust to Merge with Diversified Healthcare Trust APRIL 11, 2023 CREATING A DIVERSIFIED REIT WITH A BROAD PORTFOLIO, DEFENSIVE TENANT BASE AND STRONG GROWTH POTENTIAL WARNING REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities l |
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| April 11, 2023 |
Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 11, 2023 The following press release and investor presentation were first made available on April 11, 202 |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox |
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| April 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14 |
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| March 3, 2023 |
Exhibit 99.1 1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION Q4 2022 Washington, DC 2 OFFICE PROPERTIES INCOME TRUST This presentation contains 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 n |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commi |
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| February 15, 2023 |
Subsidiaries of the Company. (Filed herewith.) Exhibit 21.1 OFFICE PROPERTIES INCOME TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation 1K Fulton LLC Maryland 3300 75th Avenue LLC Delaware First Potomac DC Holdings, LLC Delaware FP 1211 Connecticut Avenue, LLC Delaware FP 1401 K, LLC Delaware FP 3 Flint Hill, LLC Virginia FP 440 1st Street, LLC Delaware FP 840 First Street, LLC Delaware FP Atlantic Corp |
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| February 15, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| February 15, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Fourth Quarter 2022 Results Net Income of $6.4 Million, or $0.13 Per Share Normalized FFO of $54.5 Million, or $1.13 Per Share Leased 705,000 Square Feet with a 10.1 Year Weighted Average Lease Term 2022 Annual Leasing Activity Yielded a 5.6% Roll Up in Rents Newton, MA (February 15, 2023): Office Properties Income Trust ( |
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| February 15, 2023 |
EX-99.2 3 opi123122xexhibitx992.htm EX-99.2 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. FOURTH QUARTER 2022 Exhibit 99.2Washington, D.C. Supplemental Q4 2022 2 Table of Contents CORPORATE INFORMATION Company Profile ................................................................................................................................................ |
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| February 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exact Name o |
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| February 9, 2023 |
OPI / Office Properties Income Trust / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Office Properties Income Trust Title of Class of Securities: REIT CUSIP Number: 67623C109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is file |
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| November 14, 2022 |
Exhibit 99.1 1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATIONQ32022 Detroit, MI 2 OFFICE PROPERTIES INCOME TRUST This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995and other securities laws. Also, whenever we use words such as ?believe?, ?expect?, ?anticipate?, ?intend?, ?plan?, ?estimate?, ?will?, ?may? and negativ |
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| November 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (C |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2022 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Co |
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| October 27, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Office Properties Income Trust Announces Third Quarter 2022 Results Net Income of $17.0 Million, or $0.35 Per Share Normalized FFO of $53.8 Million, or $1.11 Per Share Leased 606,000 Square Feet with a 21.6% Roll-up in Rents and a 7.2 Year Weighted Average Lease Term Newton, MA (October 27, 2022): Office Properties Income Trust (Nasdaq: OPI) today announced its f |
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| October 27, 2022 |
opi093022exhibit992 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| October 27, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-34364 OFFICE PROPERTIES INCOME TRUST (Exa |
