Item 7.01. Regulation FD Disclosure.
On April 11, 2023, we issued a press release announcing
that we and Office Properties Income Trust, or OPI, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to
which, on the terms and subject to the satisfaction or waiver of conditions thereof, we will be merged with and into OPI, with OPI continuing
as the surviving entity in the merger, or the Merger.
Also on April 11, 2023, we released an investor
presentation relating to the Merger and the other transactions contemplated by the Merger Agreement.
Copies of that press release and investor presentation
are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Important Additional Information About the Transaction
In connection with the proposed Merger, OPI intends
to file a registration statement on Form S-4 with the Securities and Exchange Commission, or the SEC, which will include a preliminary
prospectus and related materials to register OPI’s common shares of beneficial interest, $.01 par value per share, to be issued
in the Merger. We and OPI intend to file a joint proxy statement/prospectus and other documents concerning the Merger with the SEC. The
proposed transaction involving us and OPI will be submitted to our and OPI’s shareholders for their consideration. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT US, OPI AND
THE MERGER. When available, the relevant portions of the joint proxy statement/prospectus will be mailed to our and OPI’s shareholders.
Investors will also be able to obtain copies of the registration statement and the joint proxy statement/prospectus and other relevant
documents (when they become available) free of charge at the SEC’s website (www.sec.gov). Additional copies of documents filed with
the SEC by us may be obtained for free on our Investor Relation’s website at www.dhcreit.com/investors or by contacting our Investor
Relations department at 1-617-796-8234.
In addition to the registration statement and joint
proxy statement/prospectus expected to be filed, we file annual, quarterly and current reports and other information with the SEC. Our
filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval in any
jurisdiction with respect to the Merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Participants in the Solicitation
We and certain of our trustees and executive officers,
OPI and certain of its trustees and executive officers, and The RMR Group LLC, our and OPI’s manager, and its parent and certain
of their directors, officers and employees may be deemed to be participants in the solicitation of proxies from our and OPI’s shareholders
in connection with the Merger. Certain information regarding the persons who may, under the rules of the SEC, be deemed participants in
the solicitation of our and OPI’s shareholders in connection with the Merger and a description of their direct and indirect interests
will be set forth in the registration statement and the joint proxy statement/prospectus when filed with the SEC. Information about our
trustees and executive officers is included in the proxy statement for its 2022 annual meeting of shareholders, which was filed with the
SEC on March 29, 2022. Information about OPI’s trustees and executive officers is included in the proxy statement for its 2023 annual
meeting of shareholders, which was filed with the SEC on April 6, 2023. Copies of the foregoing documents may be obtained as provided
above. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction
will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains statements
that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities
laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”,
“plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions,
we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations,
but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained
in or implied by our forward-looking statements as a result of various factors. For example: the closing of the Merger is subject to the
satisfaction or waiver of closing conditions, and we cannot be sure that any or all of these conditions will be satisfied or waived. Accordingly,
the Merger may not close on the contemplated terms or at all or it may be delayed.
You should not place undue reliance upon any forward-looking
statements. Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information,
future events or otherwise.