UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 21, 2024
OFFICE PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-34364 | 26-4273474 | |||||||
(Commission File Number) | (IRS Employer Identification No.) |
Two Newton Place, | 255 Washington Street, | Suite 300, | Newton, | Massachusetts | 02458-1634 | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) |
617-219-1440
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name Of Each Exchange On Which Registered | ||||||||||||
Common Shares of Beneficial Interest | OPI | The Nasdaq Stock Market LLC | ||||||||||||
6.375% Senior Notes due 2050 | OPINL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
In this Current Report on Form 8-K, the term “OPI” refers to Office Properties Income Trust and its consolidated subsidiaries, unless the context indicates otherwise.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 21, 2024, OPI completed the sale of an office property with approximately 247,716 rentable square feet located at 400 South Jefferson Street, Chicago, Illinois, or 400 South Jefferson, to The Chicago School of Professional Psychology for $38.5 million, excluding closing costs.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
OPI's unaudited pro forma condensed consolidated balance sheet as of December 31, 2023 and OPI's unaudited pro forma condensed consolidated statement of income (loss) for the year ended December 31, 2023, and the notes related thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K. These unaudited pro forma condensed consolidated financial statements reflect OPI's financial position as if the sale of 400 South Jefferson was completed as of December 31, 2023 and results of operations as if the sale of 400 South Jefferson was completed as of January 1, 2023. These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of OPI's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in OPI's portfolio of investments, changes in interest rates, changes in OPI's capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received pursuant to OPI's existing leases or leases OPI has entered into or may enter into after December 31, 2023, and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant.
(d) Exhibits.
Exhibit Number | Description | |||||||
104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OFFICE PROPERTIES INCOME TRUST | ||||||||
By: | /s/ Brian E. Donley | |||||||
Name: | Brian E. Donley | |||||||
Title: | Chief Financial Officer and Treasurer |
Dated: March 26, 2024
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