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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, 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 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| Two
Newton Place, 255
Washington Street, Suite
300, Newton,
Massachusetts |
02458-1634 |
| (Address of Principal Executive Offices) |
(Zip Code) |
617-219-1440
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s)* |
|
Name of Each Exchange On Which
Registered |
| Common Shares of Beneficial Interest |
|
OPI |
|
The Nasdaq Stock Market LLC |
| 6.375% Senior Notes due 2050 |
|
OPINL |
|
The Nasdaq Stock Market LLC |
| * | On October 7, 2025, the registrant’s securities were suspended from trading on The Nasdaq Global Select Market and trades in
the registrant’s common shares of beneficial interest began being quoted on the OTC Pink Market under the symbol “OPITS”
and the registrant’s 6.375% Senior Notes due 2050 began being quoted on the OTC Pink Market under the Symbol “OPILR.”
The Nasdaq Stock Market LLC has not yet filed a Form 25-NSE to delist the registrant’s securities and to remove them from registration
under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, which deregistration will be effective 10 days, or such shorter
period as the U.S. Securities and Exchange Commission may determine, after filing of the Form 25-NSE. |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms
“OPI,” “we,” “us,” and “our” refer to Office Properties Income Trust.
Item 1.01. Entry into a Material Definitive
Agreement.
The information set forth
below in Item 1.03 of this Current Report on Form 8-K (this “Current Report”) under the caption “Restructuring Support
Agreement” is hereby incorporated by reference in this Item 1.01.
Item 1.03. Bankruptcy or Receivership.
Voluntary Petitions for Relief under Chapter
11
On October 30, 2025 (the
“Petition Date”), OPI and certain of its subsidiaries (collectively, the “Debtors” or the “Company”)
commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter
11 Cases are being filed to implement a court-supervised financial restructuring pursuant to the terms described in the RSA (as defined
below). The Debtors are seeking joint administration of the Chapter 11 Cases under the caption “In re Office Properties Income
Trust, et al.” The Debtors continue to operate their businesses and manage their properties as debtors-in-possession under
the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy
Court. The Debtors have filed a number of customary motions seeking “first day” relief intended to support operations during
the Chapter 11 Cases.
The Debtors will notice a
hearing for November 3, 2025, or such other date as stated on the docket, to seek emergency relief with respect to certain “first
day” matters. Participation at the hearing will only be permitted by an audio and video connection. The Debtors’ proposed
claims and noticing agent has established a website (link below), which contains the Debtors’ filings on the Bankruptcy Court’s
docket as well as instructions for how to participate in the hearing by audio and video connection. In addition, important information
about the Chapter 11 Cases, including court filings and other information may be found at the website. Such information may be filed
with the Bankruptcy Court without the filing of an accompanying Current Report on Form 8-K. This website contains third-party content
and is provided for convenience only. The documents and other information available on this website are not incorporated by reference
into, and do not constitute a part of, this Current Report on Form 8-K. The website can be accessed at: https://restructuring.ra.kroll.com/OPI.
Restructuring Support Agreement
On October 30, 2025, OPI
entered into the Restructuring Support Agreement (the “RSA”) with an ad hoc group of holders of OPI’s 9.000% Senior
Secured Notes due September 2029, issued pursuant to (a) that certain indenture, dated as of June 20, 2024, by and among OPI, the subsidiary
guarantors party thereto, and U.S. Bank Trust Company, National Association (“U.S. Bank”), as trustee and collateral agent,
and (b) that certain Indenture, dated as of October 8, 2024, by and among OPI, the subsidiary guarantors parties thereto, and U.S. Bank,
as trustee and collateral agent, each as may be amended, restated, amended and restated, supplemented, or otherwise modified from time
to time in accordance with the terms thereof (such notes, collectively, the “September 2029 Senior Secured Notes”), and The
RMR Group LLC (“RMR”), in its capacity as manager of the Company (RMR, collectively with the other parties to the RSA other
than the Debtors, the “Consenting Stakeholders”).
The RSA, including the restructuring
term sheet attached thereto (the “Restructuring Term Sheet”), contemplates a comprehensive restructuring (the “Restructuring
Transactions”) of the Company’s debt obligations and capital structure. Among other things, the Restructuring Transactions
contemplate the following transactions and creditor treatment to be implemented in a plan of reorganization (the “Plan”)
to be filed in the coming weeks:
| · | the
September 2029 Senior Secured Notes will convert their debt into reorganized common equity
valued at $98.0 million and $420.0 million of takeback debt in the form of secured
exit notes; |
| · | those
certain 3.250% Senior Secured Notes due 2027, issued pursuant to that certain Indenture,
dated as of December 11, 2024, by and among OPI, the subsidiary guarantors party thereto,
and U.S. Bank, as trustee and collateral agent, as may be amended, restated, amended and
restated, supplemented, or otherwise modified from time to time in accordance with the terms
thereof (the “2027 Senior Secured Notes”) will receive certain or all of
their collateral properties, cash, or takeback debt in full satisfaction of their claim; |
| · | OPI’s priority guaranteed notes and any unsecured deficiency claims of the 2027 Senior Secured Notes will receive reorganized
common equity after accounting for such equity (a) issued in proposed equity rights offerings and (b) in satisfaction of certain senior
and other claims; |
| · | OPI’s
other series of unsecured notes and any unsecured deficiency claims of the September 2029
Senior Secured Notes will receive (a) any remaining reorganized
common equity after accounting for equity (i) issued in two proposed equity rights offerings
(the “Equity Rights Offerings”) and (ii) in satisfaction of certain senior and other claims and
(b) subscription rights to purchase reorganized common equity in the Equity Rights Offerings;
and |
| · | the
remainder of the Debtors’ funded debt will be rendered unimpaired. |
Upon consummation, the Restructuring
Transactions will substantially reduce the Company’s balance sheet liabilities from approximately $2.4 billion in total debt to
approximately $1.3 billion in total debt upon emergence.
The RSA contains certain
representations, warranties, and covenants on the part of the Company and the Consenting Stakeholders, including limitations on the parties’
ability to pursue alternative transactions, commitments by the Consenting Stakeholders to support the Plan, and commitments of the Company
and the Consenting Stakeholders to cooperate in good faith to finalize the documents and agreements contemplated by the RSA and the Restructuring
Term Sheet.
The RSA also
contemplates a new business management agreement and a new property management agreement with RMR pursuant to a term sheet attached
thereto, which agreements would take effect upon effectiveness of the Plan. Pursuant to the term sheet, the initial term of the new
management agreements is five years, with the annual fee under the business management agreement set at $14.0 million per year for
the first two years and the fees under the property management agreement consistent with the fees under the existing property
management agreement. OPI’s current management agreements with RMR will remain in effect during the pendency of the Chapter 11
Cases, and RMR will continue to manage OPI’s business in the ordinary course.
The RSA includes certain
milestones (the “Milestones”) for the progress of the Chapter 11 Cases, which include entry of an order by the Bankruptcy
Court confirming the Plan no later than 175 calendar days following the Petition Date and the occurrence of the effective date of the
Plan no later than 185 calendar days following the Petition Date. The Required Consenting September 2029 Senior Secured Noteholders (as
defined in the RSA) may extend or waive the Milestones pursuant to the terms of the RSA.
The RSA may be terminated
upon, among other things: (a) the failure to meet the Milestones; (b) the occurrence of certain breaches of the RSA; (c) the
mutual agreement of the parties; and (d) in the case of the Company, if the board of directors, board of managers, board of trustees,
or such similar governing body (including any special committee) reasonably determines in good faith, after consulting with, and receiving
written advice from, outside counsel that performance under the RSA would be inconsistent with its applicable fiduciary duties.
The Restructuring Transactions
are subject to Bankruptcy Court approval and the satisfaction of the conditions set forth in the RSA, the Plan, and related definitive
documents. There can be no assurance that the Debtors will successfully complete the Restructuring Transactions on the terms contemplated
by the RSA and the Restructuring Term Sheet, on different terms, or at all.
The foregoing description
of the RSA and the Restructuring Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full
text of the RSA, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 2.04. Triggering Events that Accelerate
or Increase a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The commencement of the Chapter
11 Cases on October 30, 2025 constituted events of default under certain of the Company’s debt instruments, including, without
limitation, the following (each as may have been amended or otherwise modified):
| · | approximately
$54.3 million of mortgage debt (plus any accrued but unpaid interest in respect thereof)
under the loan agreement dated as of September 13, 2023, by and among UBS AG, as lender,
and Clay Ave Waco LLC and Primerica Pkwy GA LLC, collectively, as borrowers; |
| · | approximately
$123.0 million of mortgage debt (plus any accrued but unpaid interest in respect thereof)
under the loan agreements (a) dated as of August 8, 2023, by and between JPMorgan Chase Bank,
National Association (“JPM”), as lender, and Echelon Pkwy MS LLC, as borrower;
(b) dated as of June 30, 2023, by and between JPM, as lender, and Rio Robles CA LLC, as borrower;
(c) dated as of June 23, 2023, by and between JPM, as lender, and Sterling Park LLC, as borrower;
(d) dated as of May 25, 2023, by and between JPM, as lender, and 3300 75th Avenue LLC, as
borrower; and (e) dated as of June 27, 2023, by and between JPM, as lender, and Ewing Boulevard
LLC, as borrower; |
| · | approximately
$425.0 million of outstanding borrowings (plus any accrued but unpaid interest in respect
thereof) under OPI’s second amended and restated credit agreement, dated January 29,
2024, with Wilmington Savings Fund Society, FSB, as successor administrative agent, and the
applicable lenders; |
| · | approximately
$300.0 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of OPI’s 9.000% Senior Secured Notes due March 2029, issued pursuant
to that certain indenture, dated as of February 12, 2024, by and among OPI, the subsidiary
guarantors party thereto, and U.S. Bank; |
| · | approximately
$418.0 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of the 2027 Senior Secured Notes; |
| · | approximately
$610.0 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of the September 2029 Senior Secured Notes; |
| · | approximately
$14.4 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of the 8.000% Senior Priority Guaranteed Unsecured Notes due 2030, issued
pursuant to that certain indenture, dated as of March 12, 2025, by and among OPI, the subsidiary
guarantors party thereto, and U.S. Bank; |
| · | approximately
$133.9 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of OPI’s 2.650% Senior Notes due 2026, issued pursuant to (i) that
certain indenture, dated as of July 20, 2017, by and between OPI and U.S. Bank (the “2017
Indenture”) and (ii) that certain Third Supplemental Indenture, dated as of May 18,
2021, by and between OPI and U.S. Bank; |
| · | approximately
$78.3 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of OPI’s 2.400% Senior Notes due 2027, issued pursuant to (i) the
2017 Indenture and (ii) that certain Fourth Supplemental Indenture, dated as of August 13,
2021, by and between OPI and U.S. Bank; |
| · | approximately
$102.4 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of the OPI’s 3.450% Senior Notes due 2031, issued pursuant to (i)
the 2017 Indenture and (ii) that certain Fifth Supplemental Indenture, dated as of September
28, 2021, by and between OPI and U.S. Bank; and |
| · | approximately
$162.0 million in aggregate outstanding principal amount (plus any accrued but unpaid interest
in respect thereof) of OPI’s 6.375% Senior Notes due 2050, issued pursuant to (i) that
certain indenture, dated as of July 20, 2017, by and between the OPI and U.S. Bank and (ii)
that certain Second Supplemental Indenture, dated as of June 23, 2020, by and between the
OPI and U.S. Bank. |
Pursuant to the indentures
and the other agreements governing the foregoing debt instruments, the filing of the Chapter 11 Cases accelerated the Company’s
obligations thereunder. Any efforts to enforce such payment obligations are automatically stayed as a result of the Chapter 11 Cases,
and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01. Regulation FD Disclosure.
On October 30, 2025, the
Company issued a press release announcing the commencement of the Chapter 11 Cases and related matters.
A copy of the press release
is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Cautionary Note Regarding the Company’s
Securities
The Company cautions that
trading in its securities (including its common shares and notes) during the pendency of the Chapter 11 Cases is highly speculative and
poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery,
if any, by holders of such securities in the Chapter 11 Cases. The Company expects that holders of Company’s common shares of beneficial
interest could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Securities Law Matters
Any new securities to be
issued pursuant to the Plan or the Equity Rights Offerings will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws, but will be issued pursuant to exemptions from such registration, including those provided
by the Securities Act and/or section 1145 of the Bankruptcy Code. Such securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities
laws.
This Current Report does
not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities, nor is this Current Report a
solicitation of consents to or votes to accept any chapter 11 plan.
Forward-Looking Statements
This Current Report on Form 8-K
contains statements that constitute 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 negatives or derivatives
of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon
our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results
may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. These forward-looking
statements include, among others, statements about: the Company’s ability to obtain Bankruptcy Court approval with respect to motions
in the Chapter 11 Cases; the Company’s ability to consummate the Restructuring Transactions; the expected effects of the Chapter
11 Cases on the Company’s business and the interests of various stakeholders; the Company’s ability to continue operating
in the ordinary course; the terms, effectiveness, and consummation of the Plan; the anticipated capital structure upon emergence; the
expected treatment of claims; the potential cancellation of the Company’s equity; the registration status of any new securities
to be issued pursuant to the Plan or the Equity Rights Offerings, and the timing of any of the foregoing. Forward-looking statements
are based on the Company’s current expectations, assumptions and estimates and are subject to risk, uncertainties, and other important
factors that are difficult to predict and that could cause actual results to differ materially and adversely from those expressed or
implied. These risks include, among others, those related to: the Company’s ability to confirm and consummate the Plan; the duration
and outcome of the Chapter 11 Cases; the Company suffering from a long and protracted restructuring; the impact of the Chapter 11 Cases
on the Company’s operations, reputation and relationships with tenants, lenders, and vendors; the Company having insufficient liquidity;
the availability of financing; the ability to satisfy the conditions precedent to the RSA; the effectiveness of the overall restructuring
activities pursuant to the Chapter 11 Cases and any additional strategies that the Company may employ to address its liquidity and capital
resources and achieve its stated goals; the potential cancellation of the Company’s equity; and the Company’s historical
financial information not being indicative of its future performance as a result of the Chapter 11 Cases.
The information contained
in the Company’s filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the
SEC, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements.
The Company’s filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon the Company’s
forward-looking statements.
Except as required by law,
we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 |
Restructuring Support
Agreement, dated as of October 30, 2025, by and among Office Properties Income Trust, certain of its subsidiaries, The RMR Group
LLC, and the other parties thereto (including the Restructuring Term Sheet attached thereto). |
| 99.1 |
Press Release, dated October 30, 2025. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this current 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: October 31, 2025
