Related Person Transactions | Related Person Transactions Adam D. Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee of our controlling shareholder, ABP Trust, and owns all of ABP Trust’s voting securities and a majority of the economic interests of ABP Trust. RMR Inc.’s other executive officers are officers and employees of RMR LLC, and Jennifer B. Clark, our other Managing Director, and Matthew P. Jordan, our Executive Vice President, Chief Financial Officer and Treasurer, are also officers of ABP Trust. Mr. Portnoy is the chair of the board and a managing trustee of each of the Perpetual Capital clients, the controlling shareholder and a director of Sonesta (and its parent) and was the chair of the board and a managing director of AlerisLife until March 20, 2023 when AlerisLife was acquired by ABP Trust. Since March 20, 2023, Mr. Portnoy is the sole director of AlerisLife. Mr. Portnoy was the chair of the board and a managing director of TA until May 15, 2023 when TA was acquired by BP. Ms. Clark is a managing trustee of OPI and a director of Sonesta (and its parent), and she previously served as a managing director of AlerisLife until March 20, 2023. Ms. Clark also serves as the secretary of all the Perpetual Capital clients, Sonesta and AlerisLife. As of June 30, 2023, Adam D. Portnoy beneficially owned 13.5% of SEVN’s outstanding common shares (including through Tremont and ABP Trust) and 9.8% of DHC’s outstanding common shares (including through ABP Trust). In addition, Mr. Portnoy beneficially owns shares of ILPT, OPI, SVC, and prior to May 15, 2023, TA, comprising less than 5.0% of the outstanding shares of each of those respective companies. The Managed Equity REITs and SEVN have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs pursuant to management agreements with them. The officers of the Managed Equity REITs and ABP Trust are officers or employees of RMR LLC. All the officers, overhead and required office space of SEVN are provided or arranged by Tremont. SEVN’s officers are officers or employees of Tremont or RMR LLC. Some of the executive officers of TA (prior to May 15, 2023), AlerisLife and Sonesta are officers or employees of RMR LLC. Our executive officers are also managing trustees of certain of the Perpetual Capital clients. Additional information about our related person transactions appears in Note 7, Shareholders’ Equity , below and in our 2022 Annual Report. Revenues from Related Parties For the three months ended June 30, 2023 and 2022, we recognized revenues from related parties as set forth in the following table: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Total Total Management Management and Advisory Total and Advisory Total Services Reimbursable Total Services Reimbursable Total Revenues Costs Revenues Revenues Costs Revenues Perpetual Capital: DHC $ 5,655 $ 37,352 $ 43,007 $ 7,208 $ 41,318 $ 48,526 ILPT 9,113 10,664 19,777 9,803 8,126 17,929 OPI 9,363 89,220 98,583 10,640 80,083 90,723 SVC 10,308 34,643 44,951 10,721 10,412 21,133 Total Managed Equity REITs 34,439 171,879 206,318 38,372 139,939 178,311 SEVN 1,333 1,193 2,526 1,137 1,006 2,143 TA (1) 47,238 — 47,238 4,441 527 4,968 83,010 173,072 256,082 43,950 141,472 185,422 Private Capital: AlerisLife (2) 1,381 — 1,381 1,239 99 1,338 Sonesta 2,796 — 2,796 2,491 46 2,537 Other private entities 5,248 14,666 19,914 5,230 16,515 21,745 9,425 14,666 24,091 8,960 16,660 25,620 Total revenues from related parties 92,435 187,738 280,173 52,910 158,132 211,042 Revenues from unrelated parties 52 — 52 46 — 46 Total revenues $ 92,487 $ 187,738 $ 280,225 $ 52,956 $ 158,132 $ 211,088 (1) On May 15, 2023, BP acquired TA and TA terminated its management agreement with us. In connection with the termination of TA’s management agreement, we received the applicable termination fee of $45,282. For further information, please see “TA Merger” below. (2) On March 20, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the revenues earned with respect to AlerisLife are characterized as Private Capital for all periods presented. For further information about this transaction, please see “ ABP Trust’s Acquisition of AlerisLife ” below. For the nine months ended June 30, 2023 and 2022, we recognized revenues from related parties as set forth in the following table: Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2022 Total Total Management Management and Advisory Total and Advisory Total Services Reimbursable Total Services Reimbursable Total Revenues Costs Revenues Revenues Costs Revenues Perpetual Capital: (1) DHC $ 17,593 $ 117,821 $ 135,414 $ 23,737 $ 109,241 $ 132,978 ILPT 27,377 30,615 57,992 21,545 20,387 41,932 OPI 29,448 268,204 297,652 31,722 221,249 252,971 SVC 30,046 75,468 105,514 34,113 43,641 77,754 Total Managed Equity REITs 104,464 492,108 596,572 111,117 394,518 505,635 SEVN 3,563 3,516 7,079 3,392 4,563 7,955 TA (2) 55,214 3,476 58,690 11,499 1,235 12,734 163,241 499,100 662,341 126,008 400,316 526,324 Private Capital: (1) AlerisLife (3) 4,014 97 4,111 3,610 245 3,855 Sonesta 6,954 544 7,498 6,092 84 6,176 Other private entities 16,074 49,308 65,382 12,450 41,406 53,856 27,042 49,949 76,991 22,152 41,735 63,887 Total revenues from related parties 190,283 549,049 739,332 148,160 442,051 590,211 Revenues from unrelated parties 52 — 52 99 — 99 Total revenues $ 190,335 $ 549,049 $ 739,384 $ 148,259 $ 442,051 $ 590,310 (1) On December 23, 2021, DHC sold a 35% equity interest in its existing joint venture with an institutional investor. Following this sale, DHC owned a 20% equity interest in this joint venture. As a result, the revenues earned with respect to this joint venture are characterized as Private Capital for periods on and after December 23, 2021 and as Perpetual Capital for periods prior to December 23, 2021. On June 29, 2022, DHC sold an additional 10% equity interest in this joint venture. Following this additional sale, DHC owns a 10% equity interest in this joint venture. (2) On May 15, 2023, BP acquired TA and TA terminated its management agreement with us. In connection with the termination of TA’s management agreement, we received the applicable termination fee of $45,282. For further information, please see “TA Merger” below. (3) On March 20, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the revenues earned with respect to AlerisLife are characterized as Private Capital for all periods presented. For further information about this transaction, please see “ ABP Trust’s Acquisition of AlerisLife ” below. Amounts Due From Related Parties The following table presents amounts due from related parties as of the dates indicated: June 30, 2023 September 30, 2022 Accounts Reimbursable Accounts Reimbursable Receivable Costs Total Receivable Costs Total Perpetual Capital: DHC $ 4,692 $ 15,525 $ 20,217 $ 8,098 $ 14,148 $ 22,246 ILPT 3,928 7,739 11,667 3,235 13,717 16,952 OPI 6,125 45,206 51,331 335 47,943 48,278 SVC 4,640 6,096 10,736 5,627 5,357 10,984 Total Managed Equity REITs 19,385 74,566 93,951 17,295 81,165 98,460 SEVN 3,115 1,433 4,548 1,768 1,262 3,030 TA (1) — — — 124 11,635 11,759 22,500 75,999 98,499 19,187 94,062 113,249 Private Capital: AlerisLife (2) 68 — 68 112 492 604 Sonesta 65 — 65 127 290 417 Other private entities 4,166 5,935 10,101 1,658 7,450 9,108 4,299 5,935 10,234 1,897 8,232 10,129 $ 26,799 $ 81,934 $ 108,733 $ 21,084 $ 102,294 $ 123,378 (1) On May 15, 2023, BP acquired TA and TA terminated its management agreement with us. For further information about this transaction, please see “TA Merger” below. (2) On March 20, 2023, AlerisLife merged with and into a subsidiary of ABP Trust and ceased to be a public company. As a result, the amounts due from related parties with respect to AlerisLife are characterized as Private Capital for all periods presented. For further information about this transaction, please see “ ABP Trust’s Acquisition of AlerisLife ” below. Leases As of June 30, 2023, RMR LLC leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,221 and $1,470 for the three months ended June 30, 2023 and 2022, respectively, and $4,052 and $4,444 for the nine months ended June 30, 2023 and 2022, respectively. Tax-Related Payments Pursuant to our tax receivable agreement with ABP Trust, RMR Inc. pays to ABP Trust 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to our dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by us as a result of the tax receivable agreement. As of June 30, 2023, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $25,583, including $2,275 classified as a current liability in accounts payable and accrued expenses that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2023. Under the RMR LLC operating agreement, RMR LLC is also required to make certain pro rata distributions to each member of RMR LLC quarterly on the basis of the estimated tax liabilities of its members, subject to future adjustment based on actual results. For the nine months ended June 30, 2023 and 2022, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $48,857 and $21,969, respectively, of which $25,758 and $11,559, respectively, was distributed to us and $23,099 and $10,410, respectively, was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust were recorded as a reduction of its noncontrolling interest. We use funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement. Purchase of SEVN Shares On May 11, 2022, Tremont Realty Capital purchased 882,407 SEVN common shares of beneficial interest from Diane Portnoy, the mother of Adam D. Portnoy, for an aggregate purchase price of $9,469. As of June 30, 2023, Tremont owned 1,708,058 SEVN common shares, and Mr. Portnoy beneficially owned 13.5% of SEVN’s outstanding common shares of beneficial interest (including through Tremont and ABP Trust). ABP Trust’s Acquisition of AlerisLife On March 20, 2023, ABP Trust acquired AlerisLife. In connection with that acquisition, AlerisLife terminated its management agreement with RMR LLC and RMR LLC waived its right to receive payment of the termination fee that would have otherwise resulted due to the acquisition. In consideration of this waiver, RMR LLC and ABP Trust amended and restated their management agreement to provide that (i) RMR LLC will also provide services to AlerisLife at ABP Trust’s request, (ii) ABP Trust will pay to RMR LLC management fees with respect to AlerisLife, which fees are calculated based upon AlerisLife’s revenues in the same manner as such fees would have been calculated under AlerisLife’s terminated management agreement with RMR LLC, and (iii) AlerisLife’s properties will not be subject to ABP Trust’s property management agreement with RMR LLC. TA Merger On May 15, 2023, BP acquired TA in a merger transaction for $86.00 per TA common share in cash, or the TA Merger. RMR LLC received $53,479 for its TA common shares pursuant to that acquisition. In connection with that acquisition, RMR LLC, which owned an aggregate amount of 4.1% of TA’s outstanding common shares, entered into a voting agreement with BP pursuant to which RMR LLC agreed to vote all of its TA common shares to approve the transaction. Upon consummation of the acquisition, TA terminated its business management agreement with us and in accordance with its terms paid us the applicable termination fee of $45,282. OPI’s Merger Agreement with DHC On April 11, 2023, DHC and OPI entered into an Agreement and Plan of Merger, or the DHC-OPI Merger Agreement, pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions thereof, DHC will be merged with and into OPI, with OPI continuing as the surviving entity in the merger, or the DHC-OPI Merger. The DHC-OPI Merger is expected to close during the third quarter of calendar 2023. Contemporaneously with the execution of the DHC-OPI Merger Agreement, we, DHC and OPI entered into a letter agreement, or the RMR Letter Agreement, pursuant to which, on the terms and subject to conditions contained therein, we and DHC have acknowledged and agreed that, effective upon consummation of the DHC-OPI Merger, DHC shall have terminated its business and property management agreements with us for convenience, and we shall have waived our right to receive payment of the termination fee pursuant to each such agreement upon such termination. We will continue to manage the surviving entity following the DHC-OPI Merger. Contemporaneously with the execution of the DHC-OPI Merger Agreement, RMR LLC and OPI entered into a Third Amended and Restated Property Management Agreement, or the Amended Property Management Agreement. The effectiveness of the Amended Property Management Agreement is conditioned upon and will be concurrent with the consummation of the DHC-OPI Merger. Pursuant to the Amended Property Management Agreement, at the effective time of the DHC-OPI Merger, properties then owned by DHC that are subject to its existing property management agreement with RMR LLC, including its medical office and life science properties, will become subject to the terms and conditions of the Amended Property Management Agreement. Also pursuant to the Amended Property Management Agreement, we will be entitled to a renovation and repositioning fee equal to 3% of the cost of any major capital projects and repositionings at senior living communities owned by DHC that the surviving entity may request us to oversee from time to time, consistent with DHC’s existing property management agreement. The terms of the Amended Property Management Agreement are otherwise consistent with the terms of RMR LLC’s existing property management agreement with OPI. Separation Arrangements We entered into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we made various cash payments and accelerated the vesting of unvested shares of RMR Inc. previously awarded to these retiring officers. We also enter into separation arrangements from time to time with executive and nonexecutive officers and employees of ours. All costs associated with separation arrangements, for which there remain no substantive performance obligations, are recorded in our condensed consolidated statements of income as separation costs. RMR LLC entered into a letter agreement, or the Separation Agreement, dated March 27, 2023, with Jonathan M. Pertchik, a former Executive Vice President of RMR LLC. Mr. Pertchik also served as chief executive officer and was a managing director of TA. Mr. Pertchik resigned as our Executive Vice President, effective 11:59 p.m. on May 14, 2023, the date prior to the closing of the TA Merger, or the Separation Date. Pursuant to the Separation Agreement, RMR LLC paid Mr. Pertchik $211 following the TA Merger and our Compensation Committee approved the acceleration of vesting of Mr. Pertchik’s unvested shares of RMR Inc., effective as of the Separation Date. The Separation Agreement contains other customary terms and conditions, including confidentiality, non-solicitation, and other covenants and a waiver and release. For the three months ended June 30, 2023 and 2022, we recognized separation costs of $1,064 and $400, respectively, including cash separation costs of $708 and $252, respectively, and equity based separation costs of $356 and $148, respectively. For the nine months ended June 30, 2023 and 2022, we recognized separation costs of $2,002 and $617, respectively, including cash separation costs of $1,520 and $469, respectively, and equity based separation costs of $482 and $148, respectively. SEVN Property Management Agreement We entered into a new property management agreement with SEVN in July 2023 with respect to an office property SEVN owns. Pursuant to this agreement, we will provide property management services and SEVN will pay us fees equal to 3.0% of gross collected rents. Also under the terms of this property management agreement, SEVN will pay us additional fees for construction supervision services equal to 5.0% of the cost of such construction. Either we or SEVN may terminate this agreement upon 30 days’ prior notice. No termination fee would be payable as a result of terminating the agreement. |