{"url_path":"/sec/cik-0001456772/8-k/2026-06-23/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1456772/0001104659-26-076652-index.html","accession_number":"0001104659-26-076652","cik":"0001456772","ticker":null,"issuer_name":"OFFICE PROPERTIES INCOME TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/1456772/0001104659-26-076652-index.html","primary_entity_key":"0001456772","primary_entity_name":"OFFICE PROPERTIES INCOME TRUST"},"word_count":1599,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n \n\n*2029 Secured Exit Notes*\n\n \n\nOn the Effective Date, the\nCompany issued senior secured notes in an aggregate principal amount of $420 million (the “**2029 Secured Exit Notes**”)\npursuant to an indenture (the “**2029 Secured Exit Notes Indenture**”) by and among the Company, as issuer, certain\nof the Company’s subsidiaries, as guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent.\nThe 2029 Secured Exit Notes bear interest at a rate of 10.000% per annum, payable semi-annually in arrears on March 31 and September 30\nof each year, and mature on June 17, 2031. The 2029 Secured Exit Notes are secured by (a) first lien security interests in\nthe properties which secured our previously outstanding 9.000% Senior Secured Notes due September 2029 (the “**Old September 2029\nSenior Secured Notes**”) on a first lien basis, our previously unencumbered properties and certain other properties, (b) second lien security\ninterests in the properties which secured the Old September 2029 Senior Secured Notes on a second lien basis, (c) first lien\nsecurity interests in the equity interests of the entities which secured the Old September 2029 Senior Secured Notes on a first\nlien basis, certain entities that previously guaranteed our previously outstanding 8.000% senior priority guaranteed unsecured notes\ndue 2030 (the “**Old 2030 Priority Guaranteed Notes**”) and certain other subsidiaries of the Company that did not previously\nsecure or guarantee any debt obligations, and (d) second lien security interests in the equity interests of the entities which secured\nthe Old September 2029 Senior Secured Notes on a second lien basis. The 2029 Secured Exit Notes are guaranteed by (i) the Company’s\nsubsidiaries that own the properties and entities which secure the 2029 Secured Exit Notes, (ii) the Company's subsidiaries whose\nequity interests secure the 2029 Secured Exit Notes, and (iii) certain other subsidiaries of the Company.\n\n \n\nThe 2029 Secured Exit Notes\nwere issued in exchange for allowed claims relating to the Old September 2029 Senior Secured Notes, pursuant to which holders of\nsuch claims received their pro rata share of $300 million in 2029 Secured Exit Notes, plus their pro rata share of $120 million in additional\n2029 Secured Exit Notes and $98 million of newly issued common shares of beneficial interest, $.01 par value per share, of the Company\n(the “**Reorganized Common Equity**”), or a combination thereof.\n\n \n\nThe foregoing description\nof the 2029 Secured Exit Notes and the 2029 Secured Exit Notes Indenture does not purport to be complete and is qualified in its entirety\nby reference to the full text of the 2029 Secured Exit Notes Indenture, a copy of which is attached as Exhibit 4.1 to this Current\nReport and is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\n*New 2027 Senior Secured Notes*\n\n \n\nOn the Effective Date,\nOffice Properties Income Intermediate Holdco II Trust (the “**New 2027 SPV**”), a newly formed\nbankruptcy-remote special purpose vehicle and a direct, wholly owned subsidiary of Office Properties Income Intermediate Holdco I\nTrust (the “**New 2027 Holdco**”), which is a direct, wholly owned subsidiary of the Company, issued new\nsenior secured notes in an aggregate principal amount of $385 million (which amount is intended to be reduced by required, deferred\nprincipal payments of $50 million in the aggregate (the “**Deferred Payments**”)) pursuant to an indenture (the\n“**New 2027 Senior Secured Notes Indenture**”) by and among the New 2027 SPV, as issuer, the Company, as\nlimited parent guarantor, the New 2027 Holdco and certain other subsidiaries of the Company, as guarantors, and UMB Bank, N.A., as\ntrustee and collateral agent, in accordance with the terms of the settlement with an ad hoc group of holders of the Company’s\npreviously outstanding 3.250% Senior Secured Notes due 2027 (the “**Old 2027 Senior Secured Notes**”). The New\n2027 Senior Secured Notes bear interest at a rate of 8.375% per annum, payable quarterly in arrears on March 31, June 30,\nSeptember 30 and December 31 of each year, and mature on December 31, 2029.\n\n \n\nThe New 2027 Senior Secured\nNotes are secured by first lien security interests in substantially the same collateral that previously secured the Old 2027 Senior Secured\nNotes and certain capital improvement and reserve accounts. The New 2027 Senior Secured Notes are guaranteed by (i) the Company,\nsolely with respect to (1) the $50 million of Deferred Payments and (2) any funds removed from the New 2027 SPV in contravention\nof that certain settlement among the Debtors, the ad hoc group of holders of the Old 2027 Senior Secured Notes and an ad hoc group of\nholders of the Old September 2029 Senior Secured Notes, (ii) the New 2027 Holdco, and (iii) the Company’s subsidiaries\nthat own the properties securing the New 2027 Senior Secured Notes.\n\n \n\nThe New 2027 Senior Secured\nNotes were issued in exchange for an aggregate amount equal to $385 million, plus accrued and unpaid interest, fees, costs, and other\ncharges comprising the allowed claims relating to the Old 2027 Senior Secured Notes.\n\n \n\nThe foregoing description\nof the New 2027 Senior Secured Notes and the New 2027 Senior Secured Notes Indenture does not purport to be complete and is qualified\nin its entirety by reference to the full text of the New 2027 Senior Secured Notes Indenture, a copy of which is attached as Exhibit 4.2\nto this Current Report and is incorporated herein by reference.\n\n \n\n*Amended RMR Management Agreements*\n\n \n\nOn the Effective Date,\nthe Company entered into (a) a Third Amended and Restated Business Management Agreement (the “**Amended Business\nManagement Agreement**”) and (b) a Third Amended and Restated Property Management Agreement (the\n“**Amended Property Management Agreement**” and, together with the Amended Business Management Agreement, the\n“**Amended RMR Management Agreements**”), each with The RMR Group LLC (“**RMR**”). The\ninitial term of each Amended RMR Management Agreement will be five years, and the Company will pay RMR (i) an annual fee under\nthe Amended Business Management Agreement of $14 million for the first two years, and (ii) a 3% property management fee and 5%\nconstruction supervision fee under the Amended Property Management Agreement, consistent with the Company’s prior property\nmanagement agreement with RMR. In addition, the Amended Business Management Agreement provides for (i) the issuance to RMR of\ncommon shares equal to 2% of the Reorganized Common Equity on the Effective Date (the “**Initial Equity\nCompensation**”) and (ii) the issuance to RMR of common shares equal to up to 8% of the Reorganized Common Equity\nupon the satisfaction of certain financial and/or performance metrics to be determined by the Company’s board of trustees. The\nAmended RMR Property Management Agreement also contains certain customary major decisions requiring the approval of a majority of\nthe Company’s board of trustees.\n\n \n\nThe foregoing description\nof the Amended RMR Management Agreements does not purport to be complete and is qualified in its entirety by reference to the full text\nof the Amended RMR Management Agreements, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report and are incorporated\nherein by reference.\n\n \n\n \n\n \n\n \n\n*Amendment to the Secured Credit Facility*\n\n \n\nOn the Effective Date, the\nCompany and certain of the Reorganized Debtors entered into the Waiver and Amendment No. 1 to the Second Amended and Restated Credit\nAgreement (the “**Credit Agreement Amendment**”), with the lenders party thereto, and Wilmington Savings Fund Society,\nFSB, as administrative agent (the “**Credit Agreement**”). Pursuant to the Credit Agreement Amendment, (a) all\nof 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\nbasis points prior to and including December 31, 2026 and 750 basis points from and after January 1, 2027, and (c) the\nCredit Agreement was ratified and confirmed and remains in full force and effect. The Credit Agreement continues to consist of (a) a\n$325 million secured revolving credit facility, all of which remains outstanding and (b) a $100 million secured term loan. The obligations\nunder the Credit Agreement continue to be secured by the same collateral as it was prior to the commencement of the Chapter 11 Cases.\n\n \n\nThe foregoing description\nof the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the\nCredit Agreement Amendment, a copy of which is attached as Exhibit 10.3 to this Current Report and is incorporated herein by reference.\n\n \n\n*Preemptive Rights Agreement*\n\n \n\nOn the Effective Date, the\nCompany entered into a Preemptive Rights Agreement (the “**Preemptive Rights Agreement**”) with certain holders\nof allowed claims in respect of the Company’s previously outstanding unsecured notes who received more than 1% of the Reorganized\nCommon Equity (the “**Preemptive Rights Shareholders**”). Pursuant to the Preemptive Rights Agreement, the Company\ngranted customary preemptive rights to the Preemptive Rights Shareholders with respect to (a) any issuance by the Company of equity\nsecurities in an offering not registered under the Securities Act of 1933, as amended (the “**Securities Act**”),\nor (b) any issuance of debt securities or other indebtedness to certain former holders of the Old September 2029 Senior Secured\nNotes, subject to certain exceptions, for so long as such Preemptive Rights Shareholder continues to hold at least 1.0% of the outstanding\nthe Company’s outstanding common shares.\n\n \n\nThe foregoing description\nof the Preemptive Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the\nPreemptive Rights Agreement, a copy of which is attached as Exhibit 10.4 to this Current Report and is incorporated herein by reference."}