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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):
February 4, 2026
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 |
| N/A |
|
N/A |
|
N/A |
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,” “the Company,” “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 “Amended and Restated
Debtor-in-Possession Credit Agreement” is hereby incorporated by reference in this Item 1.01.
Item 1.03. Bankruptcy or Receivership.
As previously disclosed, on
October 30, 2025, OPI and certain of its subsidiaries (collectively, the “Debtors”) 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 that certain Restructuring Support Agreement entered into on October 30, 2025
among the Debtors and the other parties thereto (the “RSA”). The Debtors’ Chapter 11 Cases are jointly administered
under the caption In re Office Properties Income Trust, et al., Case No. 25-90530.
Amended and Restated Debtor-in-Possession Credit
Agreement
On February 4, 2026, the Bankruptcy Court
entered the Final Order Pursuant to Sections 105, 361, 362, 363, and 364 of the Bankruptcy Code and Rules 2002, 4001, 6004, and 9014
of the Federal Rules of Bankruptcy Procedure (I) Authorizing the Debtors to Use Cash Collateral and Obtain Secured Postpetition Financing;
(II) Granting Liens and Superpriority Administrative Claims; (III) Providing Adequate Protection; (IV) Granting Related Relief [Docket
No. 785] (the “Final DIP Order”) allowing OPI (the “Borrower”) to enter into an amended and restated secured debtor-in-possession
term loan credit agreement (the “A&R DIP Credit Agreement”) with lenders party thereto from time to time and Acquiom Agency
Services LLC, as administrative agent and collateral agent (the “Agent”). The A&R DIP Credit Agreement provides for a
multiple draw secured debtor-in-possession term loan facility in an aggregate principal amount of up to $125.0 million (the “DIP
Facility” and the loans under the DIP Facility, the “DIP Loans”), of which: (a) $10.0 million was made available to
the Borrower and drawn in full on November 6, 2025 following entry of the Interim Order Pursuant to Sections 105, 361, 362, 363, and
364 of the Bankruptcy Code and Rules 2002, 4001, 6004, and 9014 of the Federal Rules of Bankruptcy Procedure (I) Authorizing the Debtors
to Use Cash Collateral and Obtain Secured Postpetition Financing; (II) Granting Liens and Superpriority Administrative Claims; (III) Providing
Adequate Protection; (IV) Scheduling a Final Hearing; and (V) Granting Related Relief [Docket No. 150]; (b) $75.0 million shall be
made available in two draws as follows: (i) an initial draw in a principal amount of approximately $64.3 million, which shall be made available and
drawn in full immediately following entry of the Final DIP Order, and (ii) a subsequent draw in a principal amount of approximately $10.7 million,
which shall be made available and drawn in full promptly following the satisfaction of certain conditions precedent related to syndication
procedures; and (c) $40.0 million (the “Tranche B Term Loan”) which shall be made available on or about April 3, 2026 (or
earlier, to the extent necessary for administrative or operational purposes), in each case subject to customary conditions precedent,
milestones and variances, as set forth in the A&R DIP Credit Agreement.
The DIP Facility matures on
the earliest to occur of: (a) May 4, 2026; provided that (x) such date shall be automatically extended by thirty (30) calendar days if,
as of May 4, 2026, the Bankruptcy Court has not issued a ruling with respect to either the adversary proceeding commenced by the Debtors
against UMB Bank, National Association on November 2, 2025 or confirmation of the Debtors’ proposed chapter 11 plan of reorganization
(the “Plan”), and (y) such date may be further extended by certain holders of OPI’s 9.000% Senior Secured Notes due
September 2029; (b) the effective date of the Plan on the terms set forth in the RSA; (c) the consummation of any sale or other disposition
of all or substantially all of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code; and (d) the date of acceleration
or termination of the DIP Facility following the occurrence of an event of default thereunder. Notwithstanding the foregoing, if a Plan
on the terms set forth in the RSA is not confirmed by the maturity date contemplated above for any reason, the maturity date shall instead
be July 2, 2026.
Under the A&R DIP Credit
Agreement, the exit fee has been reduced from 5.75% to 4.50% of the principal amount of each DIP Loan and the upfront fee may be paid
in either (a) cash at 2.25% of the commitments or (b) common equity of the reorganized Borrower in an aggregate amount equal to 3.60%
of the commitments. The Borrower may prepay any DIP Loan, in whole or in part, at any time; provided that, upon any voluntary prepayment
of any DIP Loan, any right or option of the Borrower to equitize such DIP Loan in accordance with the RSA shall automatically and irrevocably
terminate and be forfeited. In the event of a voluntary prepayment, the Borrower shall pay to the Agent, for the ratable account of each
lender, in cash a prepayment premium equal to 1.0% multiplied by the sum of the principal amount of the DIP Loans that are being repaid
at such time. The Borrower also agrees to pay in cash to the Agent, for the ratable account of each lender, a commitment fee in an aggregate
amount equal to 0.75% per annum times the actual daily amount of the aggregate undrawn Tranche B Term Loan commitments.
The DIP Facility contains
customary conditions precedent, representations and warranties, affirmative and negative covenants, milestones for the Chapter 11 Cases,
events of default, and other terms and conditions customary for financings of this type. The DIP Facility obligations are entitled to
superpriority administrative expense claims and secured by first-priority liens on certain of the Debtors’ unencumbered assets and
junior-priority liens on certain of the Debtors’ encumbered assets, subject to the terms of the Final DIP Order.
The foregoing description
of the A&R DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the form of A&R
DIP Credit Agreement filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
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 consummate the restructuring transactions contemplated
by the RSA; 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 entry
into, terms of, and availability of the DIP Facility; the Company’s anticipated capital structure upon emergence from the Chapter
11 Cases; and the expected treatment of claims. 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, including under the DIP Facility; 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 |
|
Amended and Restated Secured Debtor-in-Possession Term Loan Credit Agreement, dated as of February 5, 2026, by and among Office Properties Income Trust, the lenders from time to time party thereto and Acquiom Agency Services LLC, as administrative agent and collateral agent. (Filed herewith.) |
| 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: February 6, 2026
