OFFICE PROPERTIES INCOME TRUST 8-K

What Happened
Office Properties Income Trust (OPI) announced it emerged from Chapter 11 (Effective Date June 17, 2026) and implemented a court‑approved restructuring that replaces prior debt, issues new secured notes, cancels old common shares, and issues new equity and warrants. Key financings include $420 million of 10.00% senior secured notes due June 17, 2031 (the "2029 Secured Exit Notes") and $385 million of 8.375% senior secured notes (New 2027 Senior Secured Notes) issued by a new bankruptcy‑remote SPV due December 31, 2029 (with $50 million of deferred principal). The company also terminated its $125 million DIP facility, converted DIP claims to equity, amended its secured credit facility, entered amended management agreements with The RMR Group, and appointed a new board of trustees.

Key Details

• New debt: $420M 10.00% senior secured notes due 6/17/2031; $385M 8.375% senior secured notes due 12/31/2029 (subject to $50M deferred payments).
• Equity and warrants: Old common (73,943,439 shares) cancelled; 21,953,577 shares of Reorganized Common Equity issued on the Effective Date; new warrants exercisable for 5.0% of Reorganized Common Equity at $25.00/share, expiring in 7 years.
• DIP and credit: $125M DIP facility terminated; DIP lenders received equity (conversion prices $12.60 and $20.00 for fee components). Revolving credit remains $325M outstanding and $100M term loan stays in place; Credit Agreement interest = SOFR + 550 bps through 12/31/2026, then SOFR + 750 bps after 1/1/2027.
• Management & governance: Amended RMR agreements provide $14M annual business management fee (first two years), 3% property management fee and 5% construction supervision fee; RMR received 2% of Reorganized Common Equity initially and may receive up to 8% more on performance. New trustees appointed: Jonathan Heller, Jonathan Kolatch, William Lamkin, Adam Portnoy and Irvin Schlussel; certain holders now own ~67% of Reorganized Common Equity.

Why It Matters
This filing documents OPI’s formal exit from bankruptcy and a materially changed capital structure. Investors should note that legacy common shares were cancelled (holders received no distribution), new secured debt has been issued at significantly higher coupon rates, and substantial equity was issued to former creditors and to RMR—resulting in major ownership and governance changes. The amended credit terms and ongoing secured revolving and term loans mean the company remains levered but with defaults waived; the new notes and warrants can dilute future equity holders and affect returns.