07/01/2022 | Press release | Distributed by Public on 07/01/2022 14:42
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Maryland
(State or other jurisdiction of
incorporation or organization) |
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26-4273474
(I.R.S. Employer
Identification Number) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | | | | | | Emerging growth company ☐ | |
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ABOUT THIS PROSPECTUS
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OUR COMPANY
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RISK FACTORS
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WARNING CONCERNING FORWARD-LOOKING STATEMENTS
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| | | | 2 | | |
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STATEMENT CONCERNING LIMITED LIABILITY
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| | | | 7 | | |
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USE OF PROCEEDS
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| | | | 7 | | |
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DESCRIPTION OF DEBT SECURITIES
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| | | | 7 | | |
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DESCRIPTION OF SHARES OF BENEFICIAL INTEREST
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| | | | 17 | | |
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DESCRIPTION OF DEPOSITARY SHARES
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| | | | 22 | | |
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DESCRIPTION OF WARRANTS
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| | | | 25 | | |
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DESCRIPTION OF CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR DECLARATION OF TRUST AND BYLAWS
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| | | | 26 | | |
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SELLING SECURITY HOLDERS
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| | | | 39 | | |
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PLAN OF DISTRIBUTION
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| | | | 40 | | |
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LEGAL MATTERS
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| | | | 41 | | |
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EXPERTS
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| | | | 41 | | |
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WHERE YOU CAN FIND MORE INFORMATION
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| | | | 41 | | |
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INFORMATION INCORPORATED BY REFERENCE
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| | | | 42 | | |
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SEC Registration Fee
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| | | $ | * | | |
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Trustee's Fees and Expenses
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| | | | ** | | |
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Printing Fees and Expenses
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| | | | ** | | |
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Legal Fees and Expenses
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| | | | ** | | |
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Accounting Fees and Expenses
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| | | | ** | | |
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Rating Agency Fees
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| | | | ** | | |
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Miscellaneous Fees and Expenses
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| | | | ** | | |
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Total:
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| | | $ | ** | | |
Exhibit
No. |
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Description
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| | | 1.1 | | | | Form of Underwriting Agreement (for Debt Securities).* | |
| | | 1.2 | | | | Form of Underwriting Agreement (for Preferred Shares).* | |
| | | 1.3 | | | | Form of Underwriting Agreement (for Common Shares).* | |
| | | 1.4 | | | | Form of Underwriting Agreement (for Depositary Shares).* | |
| | | 1.5 | | | | Form of Underwriting Agreement (for Warrants).* | |
| | | 4.1 | | | | Composite Copy of Amended and Restated Declaration of Trust, dated July 8, 2009, as amended to date. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.) | |
| | | 4.2 | | | | Amended and Restated Bylaws of Office Properties Income Trust, adopted March 27, 2019. (Incorporated by reference to our Current Report on Form 8-K filed on March 28, 2019.) | |
| | | 4.3 | | | | Indenture, dated as of July 20, 2017, between Office Properties Income Trust and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association). (Incorporated by reference to our Current Report on Form 8-K filed on July 21, 2017.) | |
| | | 4.4 | | | |
Indenture, dated as of February 3, 2015, between Office Properties Income Trust (as successor to Select Income REIT) and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association). (Incorporated by reference to Select Income REIT's Current Report on Form 8-K filed on February 3, 2015.) |
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| | | 4.5 | | | | Form of Senior Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-212431.) | |
| | | 4.6 | | | | Form of Senior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-212431.) | |
| | | 4.7 | | | | Form of Junior Subordinated Indenture. (Incorporated by reference to our Registration Statement on Form S-3, File No. 333-212431.) | |
| | | 4.8 | | | | Form of Senior Debt Security.* | |
| | | 4.9 | | | | Form of Senior Subordinated Debt Security.* | |
| | | 4.10 | | | | Form of Junior Subordinated Debt Security.* | |
| | | 4.11 | | | | Form of Articles Supplementary for Preferred Shares.* | |
| | | 4.12 | | | | Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.* | |
| | | 4.13 | | | | Form of Preferred Share Certificate.* | |
| | | 4.14 | | | | Form of Common Share Certificate. (Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2018.) | |
| | | 4.15 | | | | Form of Warrant Agreement, including form of Warrant.* | |
| | | 5.1 | | | | Opinion of Sullivan & Worcester LLP.** | |
| | | 5.2 | | | | Opinion of Venable LLP.** | |
| | | 8.1 | | | | Opinion of Sullivan & Worcester LLP as to tax matters.** | |
| | | 23.1 | | | | Consent of Deloitte & Touche LLP.** | |
| | | 23.2 | | | | Consent of Ernst & Young LLP.** | |
| | | 23.3 | | | | Consent of Baker Newman & Noyes LLC.** | |
| | | 23.4 | | | | Consent of Sullivan & Worcester LLP (included in Exhibit 5.1).** | |
Exhibit
No. |
| |
Description
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| | | 23.5 | | | | Consent of Sullivan & Worcester LLP (included in Exhibit 8.1).** | |
| | | 23.6 | | | | Consent of Venable LLP (included in Exhibit 5.2).** | |
| | | 24.1 | | | | Powers of Attorney of certain officers and trustees (included on signature page).** | |
| | | 25.1 | | | |
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated as of July 20, 2017, between Office Properties Income Trust and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association).** |
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| | | 25.2 | | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated as of February 3, 2015, between Office Properties Income Trust (as successor to Select Income REIT) and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association).** | |
| | | 25.3 | | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture.** | |
| | | 25.4 | | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Subordinated Indenture.** | |
| | | 25.5 | | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Junior Subordinated Indenture.** | |
| | | 107 | | | | Filing Fee Table.** | |
Exhibit
No. |
| |
Description
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| | | 1.1 | | | | Form of Underwriting Agreement (for Debt Securities).* | |
| | | 1.2 | | | | Form of Underwriting Agreement (for Preferred Shares).* | |
| | | 1.3 | | | | Form of Underwriting Agreement (for Common Shares).* | |
| | | 1.4 | | | | Form of Underwriting Agreement (for Depositary Shares).* | |
| | | 1.5 | | | | Form of Underwriting Agreement (for Warrants).* | |
| | | 4.1 | | | | Composite Copy of Amended and Restated Declaration of Trust, dated July 8, 2009, as amended to date. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.) | |
| | | 4.2 | | | | | |
| | | 4.3 | | | | Indenture, dated as of July 20, 2017, between Office Properties Income Trust and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association). (Incorporated by reference to our Current Report on Form 8-K filed on July 21, 2017.) | |
| | | 4.4 | | | |
Indenture, dated as of February 3, 2015, between Office Properties Income Trust (as successor to Select Income REIT) U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association). (Incorporated by reference to Select Income REIT's Current Report on Form 8-K filed on February 3, 2015.) |
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| | | 4.5 | | | | | |
| | | 4.6 | | | | | |
| | | 4.7 | | | | | |
| | | 4.8 | | | | Form of Senior Debt Security.* | |
| | | 4.9 | | | | Form of Senior Subordinated Debt Security.* | |
| | | 4.10 | | | | Form of Junior Subordinated Debt Security.* | |
| | | 4.11 | | | | Form of Articles Supplementary for Preferred Shares.* | |
| | | 4.12 | | | | Form of Deposit Agreement, including form of Depositary Receipt for Depositary Shares.* | |
| | | 4.13 | | | | Form of Preferred Share Certificate.* | |
| | | 4.14 | | | | | |
| | | 4.15 | | | | Form of Warrant Agreement, including form of Warrant.* | |
| | | 5.1 | | | |
Opinion of Sullivan & Worcester LLP.**
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| | | 5.2 | | | |
Opinion of Venable LLP.**
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| | | 8.1 | | | |
Opinion of Sullivan & Worcester LLP as to tax matters.**
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| | | 23.1 | | | |
Consent of Deloitte & Touche LLP.**
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| | | 23.2 | | | |
Consent of Ernst & Young LLP.**
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| | | 23.3 | | | |
Consent of Baker Newman & Noyes LLC.**
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| | | 23.4 | | | |
Consent of Sullivan & Worcester LLP (included in Exhibit 5.1).**
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Exhibit
No. |
| |
Description
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| | | 23.5 | | | |
Consent of Sullivan & Worcester LLP (included in Exhibit 8.1).**
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| | | 23.6 | | | |
Consent of Venable LLP (included in Exhibit 5.2).**
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| | | 24.1 | | | |
Powers of Attorney of certain officers and trustees (included on signature page).**
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| | | 25.1 | | | |
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated as of July 20, 2017, between Office Properties Income Trust and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association).** |
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| | | 25.2 | | | | Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated as of February 3, 2015, between Office Properties Income Trust (as successor to Select Income REIT) and U.S. Bank Trust Company, National Association (as successor trustee to U.S. Bank National Association).** | |
| | | 25.3 | | | |
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture.**
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| | | 25.4 | | | |
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Subordinated Indenture.**
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| | | 25.5 | | | |
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Junior Subordinated Indenture.**
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|
| | | 107 | | | |
Filing Fee Table.**
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Signature
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Title
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Date
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/s/ Christopher J. Bilotto
Christopher J. Bilotto
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President and Chief Operating Officer
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July 1, 2022
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/s/ Matthew C. Brown
Matthew C. Brown
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Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
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July 1, 2022
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/s/ Jennifer B. Clark
Jennifer B. Clark
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Managing Trustee
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July 1, 2022
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/s/ Donna D. Fraiche
Donna D. Fraiche
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Independent Trustee
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July 1, 2022
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/s/ Barbara D. Gilmore
Barbara D. Gilmore
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Independent Trustee
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July 1, 2022
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/s/ John L. Harrington
John L. Harrington
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Independent Trustee
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July 1, 2022
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/s/ William A. Lamkin
William A. Lamkin
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Independent Trustee
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July 1, 2022
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/s/ Elena Poptodorova
Elena Poptodorova
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Independent Trustee
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July 1, 2022
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Signature
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Title
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Date
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/s/ Adam D. Portnoy
Adam D. Portnoy
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Managing Trustee
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July 1, 2022
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/s/ Jeffrey P. Somers
Jeffrey P. Somers
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Independent Trustee
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July 1, 2022
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/s/ Mark A. Talley
Mark A. Talley
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Independent Trustee
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July 1, 2022
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