Sets Special Meeting Date of August 30,
2023
OPI Board of Trustees Unanimously Recommends
Stockholders Vote “FOR” All Transaction-Related
Proposals
Office Properties Income Trust (Nasdaq: OPI) (“OPI” or the
“Company”) today filed its definitive proxy statement with the
Securities and Exchange Commission (“SEC”) in connection with its
pending merger with Diversified Healthcare Trust (Nasdaq: DHC)
(“DHC”). The Company also today announced that the OPI Board
of Trustees (the “Board”) has scheduled a Special Meeting of
Shareholders (the “Special Meeting”) to be held on Wednesday,
August 30, 2023, at 10:00 a.m. Eastern Time for OPI in connection
with OPI’s pending merger with DHC. OPI shareholders of
record at close on June 16, 2023, will be eligible to vote at the
Special Meeting.
The Board is unanimous in its view that the pending transaction
with DHC is in the best interests of the Company and its
shareholders, and unanimously recommends that OPI shareholders vote
“FOR” all transaction-related proposals at the Special
Meeting.
As previously announced, under the terms of the merger
agreement, OPI will acquire all of the outstanding common shares of
DHC in an all-stock transaction. Following the close of the
transaction, OPI shareholders will own approximately 58% of the
combined company, and DHC shareholders will own approximately
42%.
Highlights of the transaction include:
- Increased diversification: The merger will create a
stronger and more resilient combined company with more diversified
revenue sources. Specifically, OPI will complement its high quality
office and mixed-use portfolio with DHC’s attractive, unencumbered
portfolio of Medical Office Buildings (MOBs) and Life Science (LS)
properties, while also standing to benefit from the expected
recovery in DHC’s Senior Housing Operating Portfolio (SHOP).
- Increased access to capital sources: As a combined
entity, OPI expects to benefit from access to additional capital
sources, including from low-cost government-sponsored sources, such
as Fannie Mae and Freddie Mac.
- Strengthened financial profile with enhanced opportunities
for investment: This transaction will provide OPI with access
to stabilized cash flows from DHC’s MOBs and LS portfolio and NOI
growth potential from its senior housing portfolio. The transaction
is expected to be accretive to OPI leverage in the second half of
2024 and accretive to OPI Normalized Funds from Operations (NFFO)
and Cash Available for Distribution (CAD) in the second half of
2024.
- Cost savings synergies: The transaction is expected to
generate approximately $2 million to $3 million of identified cost
savings synergies annually.
- Stabilized and sustainable annual dividend:
Following the close of the transaction, OPI shareholders are
expected to receive an annual dividend of $1.00 per share, with
potential for growth in the future.
Subject to the approval of DHC shareholders and OPI shareholders
and other customary closing conditions, the merger is expected to
close during the third quarter of 2023.
Advisors
J.P. Morgan Securities LLC is acting as exclusive financial
advisor and Wachtell, Lipton, Rosen & Katz is acting as legal
advisor to the special committee of OPI’s Board of Trustees in this
transaction. JPMorgan Chase Bank, NA arranged OPI’s bridge
loan.
Any shareholder with questions
about the OPI Special Meeting or in
need of assistance in voting the
proxy should contact:
Mackenzie Partners Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Toll-Free: (800) 322-2885
Email:
proxy@mackenziepartners.com
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 expects to complete additional secured financings of
its properties as part of its overall financing strategy to
complete the proposed merger with DHC. 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, the closing
of the proposed merger with DHC 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 SEC, including under the caption “Risk
Factors” in the joint proxy statement/prospectus and 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
In connection with the proposed merger, OPI has filed a
registration statement on Form S-4 with the SEC to register OPI’s
common shares of beneficial interest, $.01 par value per share, to
be issued in the merger. The registration statement includes a
joint proxy statement/prospectus of OPI and DHC. On July 21, 2023,
the registration statement was declared effective by the SEC and
DHC and OPI commenced mailing the joint proxy statement/prospectus
to their respective shareholders. The proposed transaction
involving DHC and OPI will be submitted to DHC’s 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 DHC, OPI
AND THE MERGER. 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/default.aspx or by contacting the OPI
Investor Relations department at 1-617-219-1410.
In addition to the registration statement and joint proxy
statement/prospectus, 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 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
OPI and certain of its trustees and executive officers, DHC and
certain of its trustees and executive officers, and RMR 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 set forth in the
registration statement and the joint proxy statement/prospectus
filed with the SEC by OPI and/or DHC. Information about OPI’s
trustees and executive officers is also 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 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.
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the
Nasdaq.
No shareholder, Trustee or officer is
personally liable for any act or obligation of the Trust.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230720023752/en/
Investor: Kevin Barry, Director, Investor Relations (617)
219-1410
Glen Linde MacKenzie Partners, Inc. (212) 378-7073
Media: Andrew Siegel / Michael Reilly Joele Frank
212-355-4449
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