OPI to acquire DHC in stock-for-stock merger; exchange ratio 0.147 OPI shares per DHC share

OFFICE PROPERTIES INCOME TRUST

DHC shareholders to receive 0.147 OPI shares per DHC share; OPI to rename to Diversified Properties Trust.
Merger requires shareholder approvals from both OPI and DHC; OPI must also approve share issuance.
OPI and DHC entered into a commitment letter with JPMorgan for a $368M bridge facility to support the merger.
OPI's distribution capped at $2.20/share annually during interim period; DHC cap $0.04/share.
RMR continues as manager; Amended Property Management Agreement effective upon closing; DHC properties added.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

OFFICE PROPERTIES INCOME TRUST entered into Agreement and Plan of Merger with Diversified Healthcare Trust (effective 2023-04-11).

Action: entry
Agreement: merger
Counterparty: Diversified Healthcare Trust
Effective: 2023-04-11

Exact text from the filing

On April 11, 2023, we and Diversified Healthcare Trust, or DHC, entered into an Agreement and Plan of Merger, or the Merger Agreement

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623 material agreements filed in the last 30 days. Browse all material agreements →

OFFICE PROPERTIES INCOME TRUST filing history →

Source: SEC EDGAR

accession 0001104659-23-044620

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