Office Properties Income Trust Issues $425M 8.75% Senior Secured Notes

What Happened

• Office Properties Income Trust (OPI) announced on September 24, 2026 that it issued $425.0 million aggregate principal amount of 8.75% senior secured notes due October 1, 2031 (the “Notes”) under an indenture with U.S. Bank Trust Company, National Association as trustee and collateral agent. The Notes are fully guaranteed on a senior secured basis by certain subsidiaries and are secured by a first‑priority lien on 19 office properties and 100% of the equity interests in the guarantor subsidiaries.
• OPI used the net proceeds from the Notes, together with cash on hand, to repay and terminate its prior credit facilities (the Second Amended and Restated Credit Agreement dated January 29, 2024), repaying $425.0 million of principal that had been comprised of a $325.0 million secured revolving credit facility and a $100.0 million secured term loan.

Key Details

• Principal and coupon: $425.0 million principal; 8.75% interest payable semi‑annually on April 1 and October 1, beginning April 1, 2027. Maturity: October 1, 2031.
• Security and priorities: First‑priority liens on 19 office properties and 100% equity of subsidiary guarantors; these liens are senior to liens on OPI’s 10.00% senior secured notes due 2031 on the same collateral, subject to an intercreditor agreement.
• Redemption and change‑of‑control: Optional redemptions with a make‑whole prior to Oct 1, 2028; scheduled decreasing redemption premiums thereafter (2028: 104.375%; 2029: 102.188%; 2030+ : 100.000%). Up to 40% may be redeemed with certain equity offering proceeds prior to Oct 1, 2029 at 108.75%. If a Change of Control occurs, holders can require OPI to repurchase notes at 101% plus accrued interest.
• Covenants and offering limits: The indenture includes covenants (e.g., a required total unencumbered asset ratio, limits on new debt and liens, restrictions on asset sales and affiliate transactions) and customary events of default. The Notes were sold to qualified institutional buyers under Rule 144A and to non‑U.S. investors under Regulation S and are not registered under the U.S. Securities Act.

Why It Matters

• This transaction materially changes OPI’s capital structure: it replaces its secured bank credit facilities with a single large unsecured/secured bond issue (secured by specified collateral), fixing interest costs at 8.75% and extending maturity to 2031. For investors, that affects leverage, interest obligations, and priority of claims on key properties.
• The secured nature of the Notes and the covenants may limit OPI’s flexibility to incur additional secured debt or to sell encumbered assets, which can have implications for future financing and asset transactions. The offering to institutional and international investors (Rule 144A/Reg S) may also influence trading liquidity and secondary market access.