OPI enters exchange agreement to refinance up to $340M of 2025 notes with $445M new secured notes and 19.9% equity stake

OFFICE PROPERTIES INCOME TRUST

Exchange of up to $340M of 2025 unsecured notes for $445M new 3.25% secured notes due 2027, ~11.5M common shares (19.9% of outstanding), and cash premiums.
New notes require quarterly amortization of $6.5M and mandatory $125M repayment by March 1, 2026, unless met by asset sale proceeds.
OPI to pay $15M premium to backstop parties and $10M support premium; remaining $113.6M of 2025 notes to be repaid with cash at closing.
Additional private exchanges: between Sep 30 and Nov 15, OPI issued ~4M shares for $7.1M of 2025 notes at implied value ~$1.69/share.
Disclosure material shows potential covenant breach (unencumbered asset ratio below 150%) in downside scenarios, raising liquidity concerns.

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