Aggregate Mortgage Financing Proceeds Now
Exceed $108 Million
Office Properties Income Trust (Nasdaq: OPI) today announced
that it has closed an additional three mortgage loans totaling
$77.4 million of gross proceeds, further implementing its financing
strategy to complete its previously announced merger with
Diversified Healthcare Trust (Nasdaq: DHC). In aggregate to date,
OPI has closed in excess of $108 million in mortgage loans with a
combined total loan to value ratio of over 52% and a combined
implied capitalization rate based on the aggregate appraised value
for the collateral properties of 7.5%.
The non-recourse loans announced today consist of the following
transactions:
- $42.7 million mortgage with an 8.272% all-in fixed interest
rate and a five-year interest-only term, secured by a 250,000
square foot, 100% occupied property located in Ewing, New
Jersey.
- $26.3 million mortgage with an 8.139% all-in fixed interest
rate and a five-year interest-only term, secured by a 167,000
square foot, 100% occupied property located in Sterling,
Virginia.
- $8.4 million mortgage with a 7.305% all-in fixed interest rate
and a 10-year interest-only term, secured by a 58,000 square foot,
100% occupied property located in San Jose, California.
As previously disclosed, in connection with the announcement of
OPI’s proposed merger with DHC, OPI obtained a bridge loan
commitment from JPMorgan Chase Bank, NA for $368 million of
proceeds. OPI’s overall financing strategy is to separately secure
loans on certain of the bridge loan collateral properties on better
terms than the bridge instead of drawing on the bridge loan
facility. The loans announced today advance that strategy.
Matthew Brown, OPI’s Chief Financial Officer and Treasurer, made
the following statement:
“We continue to execute on our financial strategy aimed at
completing our merger with Diversified Healthcare Trust without
drawing on our bridge loan facility. In the midst of challenging
capital market conditions, we have closed more than $108 million in
mortgage financings over the past month, demonstrating strong
interest from the lending community, our ability to raise capital
efficiently and the quality of OPI’s highly financeable portfolio
of properties. We look forward to providing further updates as we
finance additional OPI bridge loan collateral properties.”
OPI is in active discussions to complete similar financings of
other bridge loan collateral properties prior to, or simultaneous
with, the closing of the merger, which is expected to occur during
the third quarter of 2023.
About Office Properties Income Trust
OPI is a national real estate investment trust focused on owning
and leasing high quality office and mixed-use properties in select
growth-oriented U.S. markets. As of March 31, 2023, approximately
63% of OPI's revenues were from investment grade rated tenants. OPI
owned and leased 157 properties as of March 31, 2023, with
approximately 20.9 million square feet located in 30 states and
Washington, D.C. In 2023, OPI was named as an Energy Star® Partner
of the Year for the sixth consecutive year. OPI is managed by The
RMR Group (Nasdaq: RMR), a leading U.S. alternative asset
management company with over $37 billion in assets under management
as of March 31, 2023, and more than 35 years of institutional
experience in buying, selling, financing and operating commercial
real estate. OPI is headquartered in Newton, MA. For more
information, visit opireit.com.
Warning Concerning
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. Also, whenever OPI uses words such as
“believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”,
“will”, “may” and negatives or derivatives of these or similar
expressions, it is making forward-looking statements. These
forward-looking statements are based upon OPI’s 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 OPI’s
forward-looking statements as a result of various factors. For
example: OPI is in active discussions to complete additional
financings of bridge loan collateral properties prior to, or
simultaneous with, the closing of its merger with DHC, instead of
drawing on its bridge loan facility. However, OPI may not be able
to obtain any such additional secured financings within the
expected timeframe, on the expected terms or at all. Accordingly,
OPI may not be able to successfully implement its overall financing
strategy for the proposed merger with DHC. In addition, although
the closing of the merger with DHC is currently expected to occur
during the third quarter of 2023, it is subject to the satisfaction
or waiver of closing conditions, and OPI cannot be sure that any or
all of these conditions will be satisfied or waived. Therefore, the
proposed merger may not close on the contemplated terms or at all
or it may be delayed.
The information contained in OPI’s filings with the Securities
and Exchange Commission, or the SEC, including under the caption
“Risk Factors” in OPI’s periodic reports or incorporated therein,
identifies important factors that could cause OPI’s actual results
to differ materially from those stated or implied by OPI’s
forward-looking statements. OPI’s filings with the SEC are
available at the SEC’s website at www.sec.gov.
You should not place undue reliance upon forward-looking
statements.
Except as required by law, OPI does not intend to update or
change any forward-looking statements as a result of new
information, future events or otherwise.
Important Additional
Information About the Merger
This press release may be deemed to be solicitation material in
respect of the proposed merger between OPI and DHC. In connection
with the proposed merger, OPI filed a registration statement on
Form S-4 with the SEC, containing a joint preliminary proxy
statement/prospectus of OPI and DHC. OPI and DHC intend to file a
definitive joint proxy statement/prospectus. The proposed
transaction involving OPI and DHC will be submitted to OPI’s and
DHC’s shareholders for their consideration at special meetings of
shareholders to be held on August 9, 2023. 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 OPI, DHC
AND THE MERGER. When available, the relevant portions of the joint
proxy statement/prospectus will be mailed to OPI’s and DHC’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 by OPI with the SEC may be obtained for free on
OPI’s Investor Relations website at www.opireit.com/investors or by
contacting the OPI Investor Relations department at
1-617-219-1410.
In addition to the registration statement and joint proxy
statement/prospectus filed or expected to be filed, OPI files
annual, quarterly and current reports and other information with
the SEC. OPI’s 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 press release is for informational purposes only and is not
intended to and does 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
OPI and certain of its trustees and executive officers, DHC and
certain of its trustees and executive officers, and RMR, the
manager of OPI and DHC, and its parent and certain of their
respective directors, officers and employees may be deemed to be
participants in the solicitation of proxies from OPI’s and DHC’s
shareholders in connection with the merger. Certain information
regarding these trustees, executive officers, directors, officers
and employees and a description of their direct and indirect
interests are and will be set forth in the registration statement
and the joint proxy statement/prospectus when filed with the SEC by
OPI and/or DHC. Information about OPI’s trustees and executive
officers is included in the proxy statement for OPI’s 2023 annual
meeting of shareholders, which was filed with the SEC on April 6,
2023. Information about DHC’s trustees and executive officers is
included in the proxy statement for DHC’s 2023 annual meeting of
shareholders, which was filed with the SEC on April 20, 2023.
Copies of the foregoing documents may be obtained as provided
above.
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version on businesswire.com: https://www.businesswire.com/news/home/20230704918801/en/
Kevin Barry, Director, Investor Relations (617) 219-1410
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