OPI and DHC mutually terminate merger agreement; no fee or meetings

OFFICE PROPERTIES INCOME TRUST

Mutual termination of merger agreement dated April 11, 2023, effective September 1, 2023.
Neither party pays termination fee; each bears its own expenses.
Special Shareholder Meetings set for September 6, 2023 cancelled.
Amended Property Management Agreement with RMR, conditional on merger, will not take effect.
Termination recommended by Special Committees and approved by both Boards.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.85

OFFICE PROPERTIES INCOME TRUST terminated Third Amended and Restated Property Management Agreement with The RMR Group LLC (RMR) valued at Conditioned on merger consummation; merger not consummated so agreement will not become effective (effective 2023-09-01).

Action: termination
Counterparty: The RMR Group LLC (RMR)
Value: Conditioned on merger consummation; merger not consummated so agreement will not become effective
Effective: 2023-09-01

Exact text from the filing

Since the merger will not be consummated, the Amended Property Management Agreement will not become effective and the Second Amended and Restated Property Management Agreement between us and RMR will remain in effect.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

OFFICE PROPERTIES INCOME TRUST terminated Agreement and Plan of Merger with Diversified Healthcare Trust (DHC) valued at DHC merges with and into Office Properties Income Trust; no termination fee (effective 2023-09-01).

Action: termination
Agreement: merger
Counterparty: Diversified Healthcare Trust (DHC)
Value: DHC merges with and into Office Properties Income Trust; no termination fee
Effective: 2023-09-01

Exact text from the filing

On September 1, 2023, we and DHC mutually agreed to terminate the Merger Agreement and entered into a termination agreement, or the Termination 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 0001104659-23-097782

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