Office Properties Income Trust (Nasdaq: OPI) today announced that it has priced an underwritten public offering of $150 million of 6.375% senior notes due 2050 ("Notes"). The settlement of this offering is expected to occur on June 23, 2020, subject to customary closing conditions.
OPI expects to use the net proceeds from this offering to repay amounts outstanding under its revolving credit facility and for general business purposes, which may include repaying $39.9 million of mortgage debt secured by one property, that has an annual interest rate of 3.6% as of March 31, 2020 and matures in August 2020. OPI granted the underwriters an option to purchase up to $22.5 million of additional Notes within 30 days. OPI intends to apply to list the Notes on the Nasdaq Stock Market under the symbol "OPINL" and, if approved, expects trading to begin within 30 days of the original issue date of the Notes.
The joint book-running managers for the offering are BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC. The co-managers for the offering are BB&T Capital Markets, a division of BB&T Securities, LLC, Janney Montgomery Scott LLC, JMP Securities LLC, Oppenheimer & Co. Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated and U.S. Bancorp Investments, Inc.
This offering is being made pursuant to an effective shelf registration statement and prospectus and a related preliminary prospectus supplement filed by OPI with the Securities and Exchange Commission. This press release shall 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 the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Copies of the prospectus supplement relating to this offering and the related prospectus may be obtained by contacting the offices of: BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, RBC Capital Markets, LLC toll-free at 1-866-375-6829, UBS Securities LLC toll-free at 1-888-827-7275, and Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
Office Properties Income Trust is a real estate investment trust, or REIT, focused on owning, operating and leasing properties primarily leased to single tenants and those with high credit quality characteristics such as government entities. OPI is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, Massachusetts.
Warning Concerning Forward-Looking Statements
This press release 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 OPI uses words such as "believe", "expect", "anticipate", "intend", "plan", "estimate", "will", "may" and negatives or derivatives of these or similar expressions, OPI is making forward-looking statements. These forward-looking statements are based upon OPI’s 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 OPI’s forward-looking statements as a result of various factors. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond OPI's control. For example:
- This press release states that the closing of the Notes offering is expected to occur on June 23, 2020. The closing of this offering is subject to various conditions and contingencies as are customary in underwriting agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close.
- This press release states that OPI has granted the underwriters an option to purchase up to $22.5 million of additional Notes. An implication of this statement may be that this option may be exercised in whole or in part. In fact, OPI does not know whether or not the underwriters will exercise this option or any part of it.
- OPI’s current intent is to use the proceeds from the Notes offering to repay amounts outstanding under its revolving credit facility and for general business purposes, which may include repaying $39.9 million of mortgage debt secured by one property, that has an annual interest rate of 3.6% as of March 31, 2020 and matures in August 2020; the receipt and use of the proceeds is dependent on the closing of this offering and may not occur.
The information contained in OPI’s filings with the SEC, including under "Risk Factors" in OPI’s periodic reports, or incorporated therein, identifies other important factors that could cause OPI’s actual results to differ materially from those stated in or implied by 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.
A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.
Olivia Snyder, Manager, Investor Relations