SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
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Maryland
(State or other jurisdiction of incorporation or organization) |
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47-4122583
(I.R.S. Employer Identification Number) |
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255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
(617) 796-8230
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
The RMR Group Inc.
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
(617) 928-1300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
920 North King Street
Wilmington, DE 19801
(302) 651-3250
(Approximate date of commencement of proposed sale to the public)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
Attention: Secretary
Telephone: (617) 796-8230
CORPORATION LAW AND OF OUR CHARTER AND BYLAWS
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SEC registration fee
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| | | $ | 76,550 | | |
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Trustee and transfer agent fees
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| | | $ | * | | |
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Printing and engraving expenses
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| | | $ | * | | |
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Legal fees and expenses
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| | | $ | * | | |
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Accounting fees and expenses
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| | | $ | * | | |
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Stock exchange fees
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| | | $ | * | | |
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Miscellaneous expenses
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| | | $ | * | | |
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Total
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| | | $ | * | | |
Exhibit
Number |
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Description of Exhibit
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| | 1.1* | | | | Form of Underwriting Agreement | |
| | 2.1 | | | | Equity Purchase Agreement, dated as of July 29, 2023, by and among The RMR Group LLC, MPC Partnership Holdings LLC, the Sellers set forth on the signature pages thereto, the Seller Owners set forth on the signature pages thereto, and James A. Rubright, solely in his capacity as the Seller Representative (Schedules to the Equity Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request) (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on July 31, 2023) | |
| | 3.1 | | | | | |
| | 3.2 | | | | | |
| | 3.3 | | | | | |
| | 3.4 | | | | | |
| | 3.5 | | | | | |
| | 3.6 | | | | | |
| | 3.7 | | | | | |
| | 4.1 | | | | | |
| | 4.2 | | | | |
Exhibit
Number |
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Description of Exhibit
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| | 4.3* | | | | Form of Debt Security | |
| | 4.4* | | | | Form of Articles Supplementary for Preferred Stock | |
| | 4.5* | | | | Form of Preferred Share Certificate | |
| | 4.6* | | | | Form of Deposit Agreement (together with form of Depositary Receipt for Depositary Shares) | |
| | 4.7* | | | | Form of Warrant Agreement | |
| | 5.1 | | | | | |
| | 5.2 | | | | | |
| | 23.1 | | | | | |
| | 23.2 | | | | | |
| | 23.3 | | | | | |
| | 24.1 | | | | | |
| | 25.1* | | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended | |
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Managing Director, President and Chief Executive Officer
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/s/ Adam D. Portnoy
Adam D. Portnoy
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| | Managing Director, President and Chief Executive Officer (principal executive officer) | | |
March 27, 2025
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/s/ Matthew P. Jordan
Matthew P. Jordan
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| | Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | | |
March 27, 2025
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/s/ Jennifer B. Clark
Jennifer B. Clark
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| | Managing Director, Executive Vice President, General Counsel and Secretary | | |
March 27, 2025
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/s/ Ann Logan
Ann Logan
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| | Independent Director | | |
March 27, 2025
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/s/ Rosen Plevneliev
Rosen Plevneliev
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| | Independent Director | | |
March 27, 2025
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/s/ Jonathan Veitch
Jonathan Veitch
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| | Independent Director | | |
March 27, 2025
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/s/ Walter C. Watkins, Jr.
Walter C. Watkins, Jr.
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| | Independent Director | | |
March 27, 2025
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