Office Properties Income Trust (OPI) entered into a definitive agreement on September 24, 2026, to issue $425.0 million in aggregate principal amount of 8.75% senior secured notes due 2031. The Notes are fully and unconditionally guaranteed by certain of the company's subsidiaries on a joint, several, and senior secured basis. The debt is secured by a first-priority lien on 19 office properties and 100% of the equity interests in the Subsidiary Guarantors, collectively referred to as the Collateral.
The indenture governing the Notes was executed with U.S. Bank Trust Company, National Association, as trustee and collateral agent. The company utilized the net proceeds from this offering, combined with cash on hand, to repay all outstanding borrowings under its secured revolving credit facility and secured term loan. As a result, the company terminated the Second Amended and Restated Credit Agreement dated January 29, 2024, which had provided for a $325.0 million secured revolving credit facility and a $100.0 million secured term loan.
Interest on the Notes is payable semi-annually in arrears on April 1 and October 1, beginning April 1, 2027, at a rate of 8.75% per annum. The Notes will mature on October 1, 2031, unless previously redeemed. The Indenture includes covenants regarding a total unencumbered asset ratio, limitations on additional indebtedness, and restrictions on the ability to sell or transfer the Collateral. It also includes a Change of Control provision, which requires the company to offer to purchase all outstanding Notes at 101% of the aggregate principal amount if a Change of Control occurs.
The Notes were offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S. They have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.
