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Office Properties Income Trust - Exchange Offer 2024 (US) - Amendments

Office Properties Income Trust Announces Additional Amendments to Private Exchange Offers Relating to Existing Unsecured Senior Notes - US81618TAC45 - US67623CAF68 - US67623CAE93 - US67623CAD11

23 MAY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Businesswire: Office Properties Income Trust


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"The Second Amended Exchange Offers (1) provide for updated Acceptance Priority Levels and Priority Amounts for Existing Notes and (2) extend the Expiration Time, but otherwise all terms and conditions remain the same as in the offering memorandum, dated as of May 1, 2024, as previously amended by OPI’s May 20, 2024 press release (collectively, the “Offering Memorandum”).


Amended Acceptance Priority Levels; Priority Amounts for Each Series


The Acceptance Priority Levels and Priority Amounts for Existing Notes are being modified as part of the Second Amended Exchange Offers. Each series of Existing Notes will take priority up to the Priority Amount of New Notes to be issued in exchange therefor as set forth in the Updated Priority Table below.


If the aggregate principal amount of Existing Notes of any series that participates in the exchange would, if fully accepted, result in the issuance of New Notes in excess of the Priority Amount for such series, then the amount of Existing Notes of such series participating in the exchange will be reduced on a pro rata basis. However, to the extent that New Notes issued in respect of any series of Existing Notes would be less than the Priority Amount for such series (the difference between the Priority Amount for such series and the New Notes issued in respect of such series, an “Undersubscribed New Notes Amount”), the Undersubscribed New Notes Amount will be allocated to holders of other series of Existing Notes, if any, that exceeded the applicable Priority Amount for such series in accordance with the assigned Acceptance Priority Levels shown in the Updated Priority Table below, with 1 being the highest and 4 being the lowest, subject to pro rata reduction.


The maximum aggregate principal amount of New Notes issued in connection with the Second Amended Exchange Offers remains $610 million.


Updated Priority Table




Illustration of Priority for Undersubscribed New Notes Amount


The following table illustrates the waterfall of claims on each of the Priority Amounts set forth in the Updated Priority Table above.


Waiver of Minimum Tender Conditions


As previously announced on May 20, 2024, OPI waived the conditions requiring (i) the tender of at least $97.5 million in aggregate principal amount of the Existing 2025 Notes and (ii) the tender of a sufficient amount of Existing Notes such that at least $488 million in aggregate principal amount of New Notes will be issued on the Settlement Date.


Exchange Consideration


Under the terms of the Second Amended Exchange Offers, holders exchanging their Existing Notes remain entitled to receive the revised amounts of New Notes set forth in the Updated Priority Table, subject to pro rata reduction as described above. This consideration is the same as the Early Exchange Consideration (as defined in the offering memorandum, dated as of May 1, 2024) offered to holders who previously tendered prior to the May 14, 2024 early delivery time. Accordingly, any disclosure in the Offering Memorandum relating to the tax treatment of the Additional Early Exchange Consideration (as defined in offering memorandum, dated as of May 1, 2024) is no longer applicable.


Extension of Expiration Time


In connection with the amendments, OPI announced that the expiration time for the Second Amended Exchange Offers has been extended until 5:00 p.m., New York City time, on June 10, 2024 (such date and time, as may be extended, the “Amended Expiration Time”). The withdrawal deadline expired at 5:00 p.m., New York City time, on May 14, 2024, and has not been extended.


Exchange Participation To-Date


According to information provided by D.F. King & Co, the information and exchange agent (the “Information and Exchange Agent”), as of 9:00 a.m., New York City time, on May 23, 2024, the amounts of Existing Notes validly tendered (and not validly withdrawn) by Eligible Holders remain the same as set forth in OPI’s May 20, 2024 press release."


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Office Properties Income Trust Announces Private Exchange Offers Relating to Existing Unsecured Senior Notes - US81618TAC45 - US67623CAF68 - US67623CAE93 - US67623CAD11

01 MAY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Businesswire: Office Properties Income Trust


NEWTON, Mass.--(BUSINESS WIRE)--Office Properties Income Trust (Nasdaq: OPI) “(“OPI”) today announced that it is offering noteholders the option to exchange their outstanding senior unsecured notes due 2025, 2026, 2027 and 2031 for new 9.000% Senior Secured Notes due 2029 and related guarantees pursuant to the terms and conditions set forth in an Offering Memorandum dated as of May 1, 2024 (the “Offering Memorandum”).

Exchange Offers


OPI is offering to exchange (the “Exchange Offers”) its outstanding 4.50% Senior Unsecured Notes due 2025 (the “Existing 2025 Notes”), 2.650% Senior Unsecured Notes due 2026 (the “Existing 2026 Notes”), 2.400% Senior Unsecured Notes due 2027 (the “Existing 2027 Notes”) and 3.450% Senior Unsecured Notes due 2031 (the “Existing 2031 Notes” and, together with the Existing 2025 Notes, the Existing 2026 Notes, and the Existing 2027 Notes, the “Existing Notes”) for up to $610 million in aggregate principal amount of Senior Secured Notes due 2029 (the “New Notes”) and related guarantees. The New Notes will be secured by first-priority liens on 19 properties with an Adjusted Total Assets value (as defined in OPI’s debt agreements) of approximately $722 million and second-priority liens on 19 additional properties that secure OPI’s credit facility with an Adjusted Total Assets value of approximately $1.0 billion.


Each $1,000 of Existing Notes that is validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 14, 2024 (such date and time, as it may be extended, the “Early Delivery Time”) or that is validly tendered after the Early Delivery Time but at or prior to 5:00 p.m., New York City time, on May 30, 2024, unless it is extended or earlier terminated by OPI (such date and time, as it may be extended, the “Expiration Time”) and that is accepted by OPI, will be entitled to receive the consideration shown in the table below under the columns beginning with “Early Exchange Consideration” and “Late Exchange Consideration,” respectively. The Exchange Notes will be exchanged in accordance with the assigned Acceptance Priority Levels described in the table below, with 1 being the highest and 4 being the lowest, subject to proration and rounding.



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