Office Properties Income Trust filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT Pursuant
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| Item 8.01 | Other Events. |
On December 17, 2024, Office Properties Income Trust, or the Company, filed with the Securities and Exchange Commission a prospectus supplement to the prospectus contained in the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-265997), relating to the resale from time to time by certain selling shareholders of up to 5,700,900 shares of the Company’s common shares of beneficial interest, $.01 par value per share, or Common Shares, that the Company issued to the selling shareholders pursuant to the Exchange Agreement dated November 24, 2024 between the Company and the selling shareholders, or the Exchange Agreement, entered into in connection with the Company’s previously announced private exchange offer to exchange up to an aggregate principal amount of $340,000,000 of the Company’s outstanding senior unsecured notes due 2025 for (i) up to an aggregate principal amount of $445,000,000 of new 3.250% Senior Secured Notes due 2027, and related guarantees, (ii) up to 11,533,380 Common Shares and (iii) certain cash payments, pursuant to the terms and conditions set forth in the Exchange Agreement.
In connection with the filing of the prospectus supplement, a copy of the opinion of Duane Morris LLP, regarding the validity of the common shares being registered under the prospectus supplement, is filed with this Current Report on Form 8-K as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description | |
| 5.1 | Opinion of Duane Morris LLP. (Filed herewith.) | |
| 23.1 | Consent of Duane Morris LLP (contained in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OFFICE PROPERTIES INCOME TRUST | ||
| By: | /s/ Brian E. Donley | |
| Name: | Brian E. Donley | |
| Title: | Chief Financial Officer and Treasurer | |
Dated: December 17, 2024