UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 30, 2023
OFFICE PROPERTIES INCOME TRUST
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-34364 |
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26-4273474 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
Two Newton Place, 255 Washington Street, Suite
300, Newton, Massachusetts 02458-1634
(Address of Principal Executive Offices) (Zip Code)
617-219-1440
(Registrant's Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title Of Each Class |
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Trading Symbol(s) |
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Name
Of Each Exchange On Which Registered |
Common Shares of Beneficial Interest |
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OPI |
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The Nasdaq Stock Market LLC |
6.375% Senior Notes due 2050 |
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OPINL |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this
Current Report on Form 8-K, the terms “we”, “us” and “our” refer to Office Properties Income
Trust, and the term “DHC” refers to Diversified Healthcare Trust.
Item
8.01. Other Events.
As previously
disclosed, on April 11, 2023, we and DHC entered into a definitive merger agreement pursuant to which DHC will merge with and into us
and we will continue as the surviving entity in the merger. On August 30, 2023, we and DHC convened and then immediately adjourned our
and DHC’s respective Special Meeting of Shareholders in connection with the pending merger in order to continue ongoing discussions
between our and DHC’s representatives and our and their respective shareholders. Our Special Meeting of Shareholders has been adjourned
for one week, until September 6, 2023, at 10:00 a.m. (Eastern Time). The record date for our shareholders entitled to vote at our Special
Meeting of Shareholders remains June 16, 2023.
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 pending merger with DHC
is subject to the satisfaction or waiver of closing conditions, some of which are beyond our control, including the approval of our shareholders
at our Special Meeting of Shareholders and the approval of the DHC shareholders at the DHC Special Meeting of Shareholders. We cannot
be sure that these conditions will be satisfied or waived; accordingly, the merger may not close on the contemplated terms or timing or
at all.
These risks, as well as other risks associated
with the pending merger with DHC, are more fully discussed under “Risk Factors” in the definitive joint proxy statement/prospectus
we filed with the Securities and Exchange Commission, or SEC, on July 21, 2023. The information contained in our periodic reports filed
with the SEC, including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” or incorporated therein, also identifies important factors that could cause our actual results to differ
materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available on the SEC’s
website at www.sec.gov.
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.
Important Additional Information
About the Merger
This Current Report on Form 8-K may be deemed to
be solicitation material in respect of the pending merger between us and DHC. In connection with the merger, we filed a registration statement
on Form S-4 with the SEC containing a joint proxy statement/prospectus of us and DHC. On July 21, 2023, the registration statement was
declared effective by the SEC and we and DHC each filed with the SEC and commenced mailing to our and their respective shareholders the
definitive joint proxy statement/prospectus. The proposed transaction involving us and DHC will be submitted to our and DHC’s shareholders
for their consideration at special meetings of shareholders. 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, DHC AND THE MERGER. Investors are also 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 us with the SEC may be obtained for free on our Investor Relations’
website at www.opireit.com/investors or by contacting our Investor Relations department at 1-617-219-1410.
In addition to the registration statement and the
joint proxy statement/prospectus, 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 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
We and certain of our trustees and executive officers,
DHC and certain of its trustees and executive officers, and The RMR Group LLC and its parent and certain of their respective directors,
officers and employees may be deemed to be participants in the solicitation of proxies from our 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 set forth in the registration statement and the joint proxy statement/prospectus filed with
the SEC by us and/or DHC. Information about our trustees and executive officers is included in the proxy statement for our 2023 annual
meeting of shareholders, which was filed with the SEC on April 6, 2023. Information about DHC’s trustees and executive officers
is also 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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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OFFICE PROPERTIES INCOME TRUST |
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By: |
/s/ Matthew C. Brown |
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Name: |
Matthew C. Brown |
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Title: |
Chief Financial Officer and Treasurer |
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Dated: August 30, 2023 |
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