Office Properties prices $425M 8.75% notes
Rhea-AI Filing Summary
Office Properties Income Trust (OPI) announced that it has priced an offering of $425 million aggregate principal amount of 8.75% senior secured notes due 2031 in a private placement to persons reasonably believed to be qualified institutional buyers and to non-U.S. persons under Regulation S. The notes are expected to settle on September 24, 2026, subject to customary closing conditions.
The notes will be guaranteed by certain subsidiaries and secured by first-priority liens on 19 office properties and a pledge of the equity interests of the subsidiary guarantors. OPI expects to use the net proceeds, together with cash on hand, to repay all outstanding borrowings under its secured revolving credit facility and its secured term loan, contingent on the closing of the offering.
OPI describes itself as a national REIT focused on office properties, with 122 properties totaling about 17.1 million square feet across 29 states and Washington, D.C. As of June 30, 2026, approximately 62% of revenues came from investment grade rated tenants, and it is managed by The RMR Group, which reported over $37 billion in assets under management as of that date.
Positive
- $425 million of long-dated senior secured notes provide committed financing through 2031, with proceeds expected to repay all borrowings under OPI’s secured revolving credit facility and secured term loan.
- The notes are secured by first-priority liens on 19 office properties and subsidiary equity pledges, which supports creditor security and may help maintain access to institutional debt markets.
Negative
- The new debt carries a relatively high fixed coupon of 8.75%, which implies a significant ongoing interest cost burden on the $425 million principal amount.
- The notes are secured by 19 office properties and related equity interests, increasing encumbrances on key assets and reducing unencumbered collateral flexibility.
Filing Explained
The September 10 Form 8-K reports a priced, not yet settled debt offering: if it closes on September 24, OPI would refinance borrowings with 8.75% notes secured by property, without a disclosed issuance of additional common shares and therefore without dilution from this transaction itself.
8-K Event Classification
Key Figures
Key Terms
Senior Secured Notes financial
qualified institutional buyers regulatory
Rule 144A regulatory
Regulation S regulatory
first-priority liens financial
Real Estate Investment Trust financial
FAQ
What did OPI (Office Properties Income Trust, symbol OPI) announce in this 8-K?
How does OPI (OPI) plan to use the proceeds from the $425 million notes offering?
When is the OPI (OPI) senior secured notes offering expected to close?
What secures the new 8.75% senior secured notes issued by OPI (OPI)?
What are key portfolio characteristics of OPI (OPI) mentioned in the filing?
Is the OPI (OPI) notes offering registered with the SEC?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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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:
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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
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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 (this “Current Report”), the terms “the Company,” “we,” “us,” and “our” refer to Office Properties Income Trust.
| Item 8.01. | Other Events. |
On September 10, 2026, we announced that we priced an offering of $425 million aggregate principal amount of 8.75% Senior Secured Notes due 2031 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The offer and sale of the Notes and the related guarantees have not been and will not be registered under the Securities Act or any state securities laws, and, unless so registered, the Notes and the related guarantees may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Warning Concerning Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These statements include statements about the expected closing date of the offering of the Notes and the use of proceeds therefrom. These forward-looking statements are based upon our present intent, beliefs and expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond our control. The closing of the offering is subject to various customary conditions and contingencies. If these conditions are not satisfied or the specified contingencies do not occur, the offering may not close. Further, our current intentions with respect to the use of the net proceeds from the offering to repay all of the outstanding borrowings under our secured revolving credit facility and our secured term loan is dependent on the closing of the offering and may not occur.
The information contained in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in our periodic reports, or incorporated therein, identifies other important factors that could cause differences from our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon any 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.
| Exhibit Number | Exhibit | |
| 99.1 | Press release, dated September 10, 2026 | |
| 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 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: September 10, 2026
Exhibit 99.1
 |
 |
FOR IMMEDIATE RELEASE
Office Properties Income Trust Prices $425 Million of
8.75% Senior Secured Notes due 2031
Newton, MA (September 10, 2026): Office Properties Income Trust (Nasdaq: OPI) (“OPI”) today announced that it has priced an offering of $425 million aggregate principal amount of 8.75% senior secured notes due 2031 (the “notes”). The notes will be guaranteed by certain of OPI’s subsidiaries and secured by first-priority liens on 19 office properties and a pledge of the equity interests of the subsidiary guarantors. The settlement of the offering is expected to occur on September 24, 2026, subject to the satisfaction of customary closing conditions.
OPI expects to use the net proceeds from the offering, together with cash on hand, to repay all of the outstanding borrowings under its secured revolving credit facility and its secured term loan.
The notes have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The notes will be sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Office Properties Income Trust
OPI is a national REIT focused on owning and leasing office properties to high credit quality tenants in markets throughout the United States. As of June 30, 2026, approximately 62% of OPI's revenues were from investment grade rated tenants. OPI owned 122 properties as of June 30, 2026, with approximately 17.1 million square feet located in 29 states and Washington, D.C. OPI is managed by The RMR Group (Nasdaq: RMR), a leading U.S. alternative asset management company with over $37 billion in assets under management as of June 30, 2026, and 40 years of institutional experience in buying, selling, financing and operating commercial real estate. OPI is headquartered in Newton, MA.
WARNING REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These statements include statements about the expected closing date of the offering of the notes and the use of proceeds therefrom. These forward-looking statements are based upon OPI’s present intent, beliefs and expectations, but these statements and the implications of these statements are not guaranteed to occur and may not occur for various reasons, some of which are beyond OPI’s control. The closing of the offering is subject to various customary conditions and contingencies. If these conditions are not satisfied or the specified contingencies do not occur, the offering may not close. Further, OPI’s current intentions with respect to the use of the net proceeds from the offering to repay all of its outstanding borrowings under its secured revolving credit facility and its secured term loan is dependent on the closing of the offering and may not occur.
The information contained in OPI’s filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in OPI’s periodic reports, or incorporated therein, identifies other important factors that could cause differences from OPI’s forward-looking statements. OPI’s filings with the SEC are available on the SEC’s website at www.sec.gov.
You should not place undue reliance upon forward-looking statements.
Except as required by law, OPI does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Contact:
Kevin Barry, Senior Director, Investor Relations
(617) 219-1410
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