Office Properties Income Trust closes $425M of 8.75% secured notes due 2031

Office Properties Income Trust said that on September 24, 2026 it issued $425.0 million aggregate principal amount of 8.75% senior secured notes due 2031 under an indenture with U.S. Bank Trust Company, National Association as trustee and collateral agent, and used the net proceeds plus cash on hand to repay all outstanding borrowings under its secured revolving credit facility and secured term loan.

Office Properties Income Trust turned a September pricing into a closed $425 million secured notes book on September 24, 2026 — locking an 8.75% coupon out to October 1, 2031 and taking out the company's secured revolving credit facility and secured term loan in the same disclosure.

$425 million closed at 8.75%

On September 24, 2026, Office Properties Income Trust (Nasdaq: OPI) issued $425.0 million aggregate principal amount of 8.75% senior secured notes due 2031. The REIT disclosed the closing in Form 8-K Items 1.01, 1.02, and 2.03 AccNo 0001104659-26-110419, filed the same day. A prior TickerGrove story covered the pricing under AccNo 0001104659-26-106769; this filing is the close AccNo.

The notes and related guarantees have not been and will not be registered under the Securities Act. They were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S.

Collateral, guarantees, and indenture

The notes are fully and unconditionally guaranteed, on a joint, several, and senior secured basis, by certain subsidiaries. The notes and guarantees are secured by a first-priority lien and security interest on 19 office properties and 100% of the equity interests in each subsidiary guarantor. Those liens are senior to the liens securing the company's 10% senior secured notes due 2031 on the same collateral, subject to an intercreditor agreement.

The notes and guarantees were issued under an Indenture dated as of September 24, 2026 among the company, the subsidiary guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent (Exhibit 4.1). Unless previously redeemed, the notes mature on October 1, 2031. Interest is payable semi-annually in arrears on April 1 and October 1, beginning April 1, 2027, at 8.75% per annum.

Optional redemption includes a make-whole call before October 1, 2028, then scheduled prices of 104.375% (from October 1, 2028), 102.188% (from October 1, 2029), and 100% (from October 1, 2030). An equity claw allows redemption of up to 40% of the notes before October 1, 2029 at 108.75% using net cash proceeds of certain equity offerings. A Change of Control requires an offer to repurchase at 101% of principal plus accrued interest. The Indenture also requires a total unencumbered asset ratio, limits additional indebtedness, and restricts liens and transfers on the collateral, subject to qualifications and limitations, with customary events of default.

Credit facilities repaid and terminated

On the same day, the company terminated the credit facilities under its Second Amended and Restated Credit Agreement dated January 29, 2024. That agreement had provided a $325.0 million secured revolving credit facility and a $100.0 million secured term loan. Office Properties Income Trust repaid all outstanding obligations under the Credit Agreement, including $425.0 million of principal indebtedness, using the net proceeds from the notes offering together with cash on hand.

What this filing settles

The close converts a priced $425 million secured notes book into cash on the balance sheet that immediately retires the REIT's secured revolver and term loan — replacing bank facilities with a single 8.75% notes due 2031 secured by a first-priority package of 19 office properties and guarantor equity, senior on that collateral to the company's existing 10% senior secured notes due 2031.