OPI emerges from bankruptcy, cancels all old shares, issues $805M debt at 8.4%–10% rates

On the Effective Date, Office Properties Income Intermediate Holdco II Trust (the “New 2027 SPV”), a newly formed bankruptcy-remote special purpose vehicle and a direct, wholly owned subsidiary of Office Properties Income Intermediate Holdco I Trust (the “New 2027 Holdco”), which is a direct, wholly owned subsidiary of the Company, issued new senior secured notes in an aggregate principal amount of $385 million (which amount is intended to be reduced by required, deferred principal payments of $50 million in the aggregate (the “Deferred Payments”)) pursuant to an indenture (the “New 2027 Senior Secured Notes Indenture”) by and among the New 2027 SPV, as issuer, the Company, as limited parent guarantor, the New 2027 Holdco and certain other subsidiaries of the Company, as guarantors, and UMB Bank, N.A., as trustee and collateral agent, in accordance with the terms of the settlement with an ad hoc group of holders of the Company’s previously outstanding 3.250% Senior Secured Notes due 2027 (the “Old 2027 Senior Secured Notes”). The New 2027 Senior Secured Notes bear interest at a rate of 8.375% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, and mature on December 31, 2029.

On the Effective Date, the Company entered into (a) a Third Amended and Restated Business Management Agreement (the “Amended Business Management Agreement”) and (b) a Third Amended and Restated Property Management Agreement (the “Amended Property Management Agreement” and, together with the Amended Business Management Agreement, the “Amended RMR Management Agreements”), each with The RMR Group LLC (“RMR”). The initial term of each Amended RMR Management Agreement will be five years, and the Company will pay RMR (i) an annual fee under the Amended Business Management Agreement of $14 million for the first two years, and (ii) a 3% property management fee and 5% construction supervision fee under the Amended Property Management Agreement, consistent with the Company’s prior property management agreement with RMR. In addition, the Amended Business Management Agreement provides for (i) the issuance to RMR of common shares equal to 2% of the Reorganized Common Equity on the Effective Date (the “Initial Equity Compensation”) and (ii) the issuance to RMR of common shares equal to up to 8% of the Reorganized Common Equity upon the satisfaction of certain financial and/or performance metrics to be determined by the Company’s board of trustees.

On the Effective Date, the Company and certain of the Reorganized Debtors entered into the Waiver and Amendment No. 1 to the Second Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), with the lenders party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent (the “Credit Agreement”). Pursuant to the Credit Agreement Amendment, (a) all of the defaults under the Credit Agreement arising out of the Chapter 11 Cases and related matters were permanently waived, (b) interest payable on borrowings under the Credit Agreement is at a rate of the secured overnight financing rate plus a margin of 550 basis points prior to and including December 31, 2026 and 750 basis points from and after January 1, 2027, and (c) the Credit Agreement was ratified and confirmed and remains in full force and effect. The Credit Agreement continues to consist of (a) a $325 million secured revolving credit facility, all of which remains outstanding and (b) a $100 million secured term loan.

On the Effective Date, the Company entered into a Preemptive Rights Agreement (the “Preemptive Rights Agreement”) with certain holders of allowed claims in respect of the Company’s previously outstanding unsecured notes who received more than 1% of the Reorganized Common Equity (the “Preemptive Rights Shareholders”). Pursuant to the Preemptive Rights Agreement, the Company granted customary preemptive rights to the Preemptive Rights Shareholders with respect to (a) any issuance by the Company of equity securities in an offering not registered under the Securities Act of 1933, as amended (the “Securities Act”), or (b) any issuance of debt securities or other indebtedness to certain former holders of the Old September 2029 Senior Secured Notes, subject to certain exceptions, for so long as such Preemptive Rights Shareholder continues to hold at least 1.0% of the outstanding the Company’s outstanding common shares.

On the Effective Date, the Amended and Restated Secured Debtor-in-Possession Term Loan Credit Agreement (the “DIP Credit Agreement”), by and among the Company, as borrower, the guarantors party thereto, Acquiom Agency Services LLC, as administrative agent and collateral agent (the “DIP Agent”), and the lenders from time to time party thereto (the “DIP Lenders”), which provided for a $125 million secured debtor-in-possession term loan facility (the “DIP Facility”), was terminated in connection with the Company’s emergence from chapter 11 protection.

On the Effective Date, the claims by the DIP Lenders or the DIP Agent were allowed in an aggregate amount equal to the outstanding principal amount of the loans under the DIP Facility, plus all accrued and unpaid interest, fees, costs, and other charges through the Effective Date. Claims of the DIP Lenders (excluding claims related to DIP fees (“DIP Fee Claims”)) were satisfied through the issuance of shares of Reorganized Common Equity (the “DIP Equity Distribution”) at a conversion price of $12.60 per share.

On the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing the Company’s common shares of beneficial interest, $.01 par value per share (the “Old Common Shares”), issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no force or effect.

On the Effective Date, by operation of the Plan, all obligations under each of the Company’s previously outstanding (i) Old 2027 Senior Secured Notes, (ii) Old September 2029 Senior Secured Notes, (iii) 2.650% senior unsecured notes due 2026, (iv) 2.400% senior unsecured notes due 2027, (v) the Old 2030 Priority Guaranteed Notes, (vi) 3.450% senior unsecured notes due 2031 and (vii) 6.375% senior unsecured notes due 2050 (collectively, the “Old Senior Notes”), in each case under the indentures governing the Old Senior Notes with U.S. Bank, National Association or the successor trustee thereto, were cancelled.

Item 1.03. Bankruptcy or Receivership.

The information set forth in the Introductory Note and Items 1.01, 1.02, 3.02 and 3.03 of this Current Report is incorporated herein by reference.

Information regarding the assets and liabilities of the Company as of the most recent practicable date prior to confirmation is included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the SEC on May 22, 2026, which is incorporated herein by reference.

On the Effective Date, all previously issued and outstanding Old Common Shares were cancelled and the Company issued the Reorganized Common Equity pursuant to the Plan

The aggregate number of shares of Reorganized Common Equity issued on the Effective Date was 21,953,577.

On the Effective Date, the Company issued warrants (the “New Warrants”) to holders of claims in respect of the Company’s previously outstanding senior unsecured notes pursuant to a warrant agreement (the “New Warrants Agreement”). The New Warrants are exercisable for an amount of common equity of the Company equal to 5.0% of the Reorganized Common Equity outstanding as of the Effective Date (after taking into account the Reorganized Common Equity issued or issuable as a result of the Initial Equity Compensation or the exercise of the New Warrants). The New Warrants have an exercise price of $25.00 per share and are exercisable within seven years from the Effective Date.

On the Effective Date, pursuant to the Plan, all agreements, instruments, notes, certificates, and other documents evidencing any Old Senior Notes were deemed cancelled, discharged, and of no further force or effect.

Upon the effectiveness of the Plan on the Effective Date, all Old Common Shares were cancelled. As a result of the transactions effected under the Plan, immediately following the Effective Date, certain holders of the Old September 2029 Senior Secured Notes and DIP Claims hold approximately 67% of the Reorganized Common Equity, accounting for dilution on account of the Initial Equity Compensation to RMR under the Amended Business Management Agreement.

On the Effective Date, Yael Duffy, Donna D. Fraiche, Barbara D. Gilmore, William A. Lamkin, Timothy R. Pohl, Adam D. Portnoy, Jeffrey P. Somers and Mark A. Talley resigned as trustees of the Company. None of the trustees resigned as a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Effective as of the Effective Date, Jonathan Heller, Jonathan Kolatch, William A. Lamkin, Adam D. Portnoy and Irvin Schlussel (each, a “New Trustee”) were elected as members of the board of trustees of the Company. William A. Lamkin and Adam D. Portnoy are the only trustees that served on the board of trustees prior to emergence.

Effective as of the Effective Date, the board of trustees appointed: (i) Jonathan Kolatch, William A. Lamkin and Irvin Schlussel to serve on the Audit Committee; (ii) Jonathan Kolatch and Irvin Schlussel to serve on the Compensation Committee; and (iii) Jonathan Kolatch and Irvin Schlussel to serve on the Nominating and Governance Committee.

From the effective date of the Amended Bylaws, the board of trustees will include: (i) up to three trustees initially designated for appointment by Helix Partners, with such designation right consisting of (a) up to three trustees so long as Helix Partners and its affiliates beneficially own 15% or more of the Company’s outstanding common shares, (b) up to two trustees so long as Helix Partners and its affiliates beneficially own 10% or more of the Company’s outstanding common shares, and (c) up to one trustee so long as Helix Partners and its affiliates beneficially own 5% or more of the Company’s outstanding common shares (each, a “Helix Partners Trustee”); (ii) up to two trustees who are initially designated for appointment by Redwood, with such designation right consisting of (a) up to two trustees so long as Redwood and its affiliates beneficially own 10% or more of the Company’s outstanding common shares and (b) up to one trustee so long as Redwood and its affiliates beneficially own 5% or more of the Company’s outstanding common shares (each a “Redwood Capital Trustee”); (iii) until the Company annual meeting of shareholders in 2028, provided that Amended Business Management Agreement remains in effect, one trustee that is an employee, officer or director of RMR (the “Manager Trustee”) and (iv) until the one-year anniversary of the Effective Date, one trustee initially designated for appointment by the Official Committee of Unsecured Creditors (the “Unsecured Creditor Trustee”).

The Amended Charter includes a new provision to the effect that neither the shareholders of the Company or any of their Related Persons or Related Funds, nor any Non-Employee Trustee of the Company or his or her Related Persons (each as defined in the Amended Charter), shall have any duty to refrain from (x) engaging in a corporate opportunity in the same or similar business activities or lines of business as the Company or any of its Related Persons is engaged or proposes to engage, (y) making investments in any kind of property in which the Company makes or may make investments or (z) otherwise competing with the Company or any of its Related Persons, and provides that, to the fullest extent permitted by the Maryland law, no such person shall (A) be deemed to have acted in bad faith or in a manner inconsistent with the best interests of the Company or its shareholders or to have acted in a manner inconsistent with or opposed to any fiduciary duty to the Company or its shareholders or (B) be liable to the Company or its shareholders for breach of any fiduciary duty, in each case, by reason of any such activities.

The Amended Charter now provides that a trustee may be removed at any time with or without cause by the affirmative vote of the holders of not less than two-thirds of the shares then outstanding and entitled to vote and that no Trustee may be removed by the board of trustees without cause before June 17, 2027.

From the effective date of the Amended Bylaws until the Company’s annual meeting of shareholders in 2028, any amendment to the provisions thereof governing the selection of trustees, the transfer restrictions and amendments to the Amended Bylaws shall only be adopted by a majority of the trustees then in office (including, in the case of an amendment to the provisions governing the selection of trustees, the affirmative vote of (w) a majority of the trustees appointed by Helix Partners, if such amendment would reasonably be expected to result in the removal from office of, or otherwise adversely affect the rights or protections of, one or more of the trustees appointed by Helix Partners, (x) all of the trustees appointed by Redwood, if such amendment would reasonably be expected to result in the removal from office of, or otherwise adversely affect the rights or protections of, one or more of the trustees appointed by Redwood, and (y) the Manager Trustee (as defined below), if such amendment would reasonably be expected to result in the removal from office of, or otherwise adversely affect the rights or protections of, the Manager Trustee.

The Amended Bylaws ... now provide that special meetings of shareholders may be called by shareholders holding greater than 50% of the votes entitled to be cast at such meeting. ... The Amended Bylaws now provide that shareholders may take any action by unanimous written consent without a meeting.

we have emerged from a bankruptcy reorganization under chapter 11 of title 11, or Chapter 11, of the United States Code. The reorganization has given rise to a number of material federal income tax issues for us, which may in turn affect our shareholders.

One effect of the reorganization is a material reduction in our outstanding liabilities by us issuing our shares, our warrants and in some cases new issuances of our debt in exchange for the existing liabilities of many classes of claimants. The aggregate value of the common shares, warrants and new debt we issued was materially less than the balance of the liabilities extinguished in the exchanges.

With the consummation of the Plan, our shares that were outstanding prior to the reorganization have been cancelled, and the new owners of our shares have for the most part received those shares by surrendering debt claims against us. The resulting change in our share ownership constitutes an “ownership change” for purposes of Section 382 of the IRC. At the time of the ownership change, we believe that the aggregate tax basis of our assets far exceeded their aggregate value, which is a “Net Unrealized Built-In Loss”, or NUBIL.

Our counsel, Sullivan & Worcester LLP, is of the opinion that we have been organized and have qualified for taxation as a REIT under the IRC for our 2009 through 2025 taxable years, and that our current and anticipated investments and plan of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT under the IRC.

even after the October 2025 delisting of our shares from The Nasdaq Stock Market LLC, or Nasdaq, and the commencement of trading of our shares on over-the-counter markets established by OTC Markets Group Inc., including at various times on its “Pink Limited Information Market” and its “Expert Market.” Also, starting on June 18, 2026, our shares are again listed on Nasdaq.

The following summary of material United States federal income tax considerations is based on existing law and is limited to investors who own our shares or the warrants we have issued pursuant to the Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Affiliates, as filed on April 21, 2026 with the United States Bankruptcy Court for the Southern District of Texas, or the Plan