Office Properties Income Trust - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• Office Properties Income Trust ("OPI" or "Parent") and its debtor affiliates (collectively, the "Debtors") filed the Fourth Amended Joint Chapter 11 Plan of Reorganization (Docket No. 1223), dated April 21, 2026 (the "Plan"), which was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, on April 22, 2026.
• The Plan is the result of extensive, good faith, arm's length negotiations among the Debtors and their principal constituencies.
• The Debtors entered into a Restructuring Support Agreement ("RSA"), dated October 30, 2025 (the Petition Date), with the Consenting September 2029 Senior Secured Noteholders and The RMR Group LLC ("RMR"), in its capacity as the manager of the Parent.
• As consideration for, among other things, the releases provided under the Plan, the Consenting Creditors and RMR agreed pursuant to the RSA to make contributions to enable implementation of the Plan, such contributions being fundamentally necessary to the Plan's implementation.

RSA Parties and Key Stakeholder Groups

• The Consenting Creditors consist of the Initial Consenting September 2029 Senior Secured Noteholders (holders of September 2029 Senior Secured Notes that signed the RSA on October 30, 2025) and Additional Consenting Creditors that subsequently became party to the RSA.
• The Required September 2029 Senior Secured Noteholders are Consenting September 2029 Senior Secured Noteholders holding more than 50.0% of the aggregate principal amount of September 2029 Senior Secured Notes held by noteholders party to the RSA, including each member of the September 2029 Ad Hoc Group SteerCo (Helix Partners Management LP and Redwood Capital Management LLC).
• The following ad hoc groups and their advisors participated in the restructuring:
  • September 2029 Ad Hoc Group, advised by White & Case LLP and Houlihan Lokey Capital, Inc.
  • 2027 Ad Hoc Group, advised by Milbank LLP, Evercore Group L.L.C., Porter Hedges LLP, and Hilco Real Estate, LLC.
  • March 2029 Ad Hoc Group, advised by Paul, Weiss, Rifkind, Wharton & Garrison LLP, Ducera Partners LLC, and Munsch Hardt Kopf & Harr, P.C.
  • Unsecured Notes Ad Hoc Group, advised by Glenn Agre Bergman & Fuentes LLP and Province, LLC.
  • Secured Credit Facility Ad Hoc Group, advised by Jones Day and FTI Consulting, Inc.
• The Official Committee of Unsecured Creditors (the "Committee"), appointed November 17, 2025, is advised by Willkie Farr & Gallagher LLP and Alvarez & Marsal North America, LLC.

Existing Debt

• The Debtors' existing debt comprises:
  • 9.000% Senior Secured Notes due September 2029
  • 3.250% Senior Secured Notes due 2027
  • 9.000% Senior Secured Notes due March 2029
  • 8.000% Senior Priority Guaranteed Unsecured Notes due 2027
  • Unsecured Notes, consisting of 2.650% Senior Notes due 2026, 2.400% Senior Notes due 2027, 3.450% Senior Notes due 2031, and 6.375% Senior Notes due 2050
  • Secured Credit Facility Obligations under the Second Amended and Restated Credit Agreement, dated January 29, 2024, originally with Wells Fargo Bank, National Association, as administrative agent (Wilmington Savings Fund Society, FSB, serving as successor administrative agent)
  • Mortgage Debt

DIP Financing

• The Plan contemplates a $125 million secured debtor-in-possession financing facility (the "DIP Facility") provided by the DIP Lenders under the DIP Credit Agreement.
• DIP Claims include all principal amounts outstanding and any fees, interest, expenses, reimbursement obligations, and other amounts due under the DIP Documents.
• DIP Fee Claims consist of the DIP Anchor Capital Commitment Fee, the DIP Exit Fee, and the DIP Upfront Fee, with the following equity conversion mechanics:
  • DIP Equity Distribution: shares of Reorganized Common Equity equal to the aggregate DIP Claims (net of DIP Fee Claims) divided by a conversion price of $12.60 per share.
  • DIP Commitment and Exit Fee Equity Distribution: shares equal to the aggregate DIP Anchor Capital Commitment Fee and DIP Exit Fee divided by a conversion price of $20.00 per share.
  • DIP Upfront Fee Equity Distribution: shares equal to the DIP Upfront Fee divided by a conversion price of $12.60 per share.
• Each of the foregoing equity distributions is subject to dilution on account of the Initial Equity Compensation, the Allowed September 2029 Senior Secured Notes Claim Anti-Dilution Shares, and the exercise of the New Warrants.

Classification and Voting

• Classes 1 through 5 (Other Secured Claims, Other Priority Claims, Mortgage Debt Guarantee Claims, Secured Credit Facility Claims, and March 2029 Senior Secured Notes Claims) are Unimpaired and conclusively deemed to have accepted the Plan.
• Classes 13 (Intercompany Claims) and 14 (Intercompany Interests), though potentially Impaired, are conclusively presumed to have accepted the Plan as plan proponents or Affiliates of plan proponents.
• Classes 6 through 11 (2027 Senior Secured Notes Claims, September 2029 Senior Secured Notes Claims, DIP Claims, Priority Guaranteed Unsecured Notes Claims, Unsecured Notes Claims, and Trade and Vendor Claims) voted to accept the Plan. No holders of Class 12 (Other General Unsecured Claims) voted, and accordingly that class is presumed to accept the Plan.
• Classes 15 (510(b) Claims) and 16 (Existing Common Equity) are deemed to have rejected the Plan, as holders in those classes are not receiving or retaining any property. The Plan does not discriminate unfairly and is fair and equitable with respect to the Deemed Rejecting Classes.

Treatment of Claims

• Class 1 – Other Secured Claims (Unimpaired): Each holder shall receive, at the Debtors' or Reorganized Debtors' discretion, payment in full in Cash, delivery of Collateral, Reinstatement, or other treatment rendering the Claim Unimpaired.
• Class 2 – Other Priority Claims (Unimpaired): Each holder shall receive treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Class 3 – Mortgage Debt Guarantee Claims (Unimpaired): Claims shall be Allowed in an aggregate amount equal to the outstanding principal of Mortgage Debt as of the Petition Date, plus accrued interest, fees, and charges. All bankruptcy-related defaults are permanently waived, and non-recourse guaranties shall be Reinstated on pre-petition terms. The Plan contemplates $177.3 million in new mortgages secured by the same collateral securing the Mortgage Debt.
• Class 4 – Secured Credit Facility Claims (Unimpaired): Claims shall be Allowed in the outstanding principal amount plus accrued interest, fees, and charges. Holders shall receive either payment in full in Cash from the proceeds of the New Secured Credit Facility ($425 million in new credit facility obligations) or Reinstatement pursuant to the Waiver and Amendment to the Secured Credit Facility Credit Agreement.
• Class 5 – March 2029 Senior Secured Notes Claims (Unimpaired): All Claims shall be Reinstated, with the notes remaining outstanding in an aggregate principal amount of $300,000,000. All accrued and unpaid interest, fees, and charges as of the Petition Date shall be paid in full in Cash on or before the Effective Date.
• Class 6 – 2027 Senior Secured Notes Claims (Impaired): Claims shall be Allowed in an aggregate amount of $385,000,000, plus accrued interest, fees, and charges, subject to the terms of the 2027 Senior Secured Notes Claims Settlement. Each holder shall receive its Pro Rata Share of New 2027 Senior Secured Notes issued by the New 2027 SPV, with an aggregate value equal to the Allowed 2027 Senior Secured Notes Claim Amount. All 2027 Unsecured Claims shall be Disallowed on the Effective Date.
• Class 7 – September 2029 Senior Secured Notes Claims (Impaired): Claims shall be Allowed as Secured Claims in the Allowed September 2029 Senior Secured Notes Claim Amount. Each holder shall receive:
  • Its Pro Rata Share of $300 million in Secured Exit Notes; and
  • Its portion of additional Secured Exit Notes and Reorganized Common Equity (not diluted by Initial Equity Compensation), pursuant to the September 2029 Recovery Election.
  • Each holder shall have the right to receive, in the aggregate, its Pro Rata Share of $120 million in Secured Exit Notes and $98 million of Reorganized Common Equity (subject to dilution by the New Warrants). Holders of Allowed Original September 2029 Senior Secured Notes Claims may elect to receive their recovery in Secured Exit Notes, Reorganized Common Equity, or a combination thereof.
  • Holders of Allowed Subsequent September 2029 Senior Secured Notes Claims (Adjusted Claim Amount of $37,570,000) do not have the right to make the September 2029 Recovery Election and shall receive their Pro Rata Share of $120 million in Secured Exit Notes and $98 million in Reorganized Common Equity based on the Adjusted Claim Amount.
  • Allowed September 2029 Unsecured Claims shall receive a Pro Rata Share of 5.3% of Reorganized Common Equity pursuant to the Unsecured Equity Pool Waterfall, subject to dilution and potential adjustment based on the Effective Date and the portion of DIP Claims satisfied in Cash.
• Class 8 – DIP Claims (Impaired): Claims shall be Allowed in the outstanding principal amount of DIP Loans plus accrued interest, fees, and charges. Each DIP Claim (excluding DIP Fee Claims) shall receive, at the Debtors' or Reorganized Debtors' discretion, its Pro Rata Share of Cash or the DIP Equity Distribution. DIP Fee Claims shall receive the DIP Commitment and Exit Fee Equity Distribution or Cash (with respect to the DIP Anchor Capital Commitment Fee and DIP Exit Fee) and the DIP Upfront Fee Equity Distribution or Cash (with respect to the DIP Upfront Fee). If the RSA is terminated, all Allowed DIP Claims shall be paid in full in Cash.
• Class 9 – Priority Guaranteed Unsecured Notes Claims (Impaired): Claims shall be Allowed in the outstanding principal amount plus accrued interest, fees, and charges. Each holder shall receive a 100% recovery.
• Class 10 – Unsecured Notes Claims (Impaired): Claims shall be Allowed in the outstanding principal amount plus accrued interest, fees, and charges as of the Petition Date. Each holder shall receive:
  • Its Pro Rata Share of 6.3% of Reorganized Common Equity pursuant to the Unsecured Equity Pool Waterfall, subject to dilution and potential adjustment;
  • New Warrants; and
  • Subscription Rights pursuant to the Equity Rights Offering.
• Class 11 – Trade and Vendor Claims (Impaired): Each holder shall be paid in full in Cash.
• Class 12 – Other General Unsecured Claims (Impaired): Each holder of an Allowed Claim of $25,000 or less shall receive Cash equal to 100% of the Allowed amount; each holder of an Allowed Claim greater than $25,000 shall receive $25,000 in Cash.
• Classes 13 and 14 – Intercompany Claims and Interests: At the option of the Debtors or Reorganized Debtors, shall be either Reinstated or set off, settled, distributed, contributed, merged, canceled, or released.
• Classes 15 and 16 – 510(b) Claims and Existing Common Equity (Impaired): All Claims and Interests shall be cancelled, released, discharged, and extinguished, with no distributions to holders.

Secured Exit Notes

• On the Effective Date, the Reorganized Debtors shall issue senior secured notes in an aggregate principal amount of up to $420 million (the "Secured Exit Notes") on terms set forth in the Secured Exit Notes Documents.
• The Secured Exit Notes shall be secured by the September 2029 First Lien Collateral, the September 2029 Second Lien Collateral, and first lien security interests in the equity and real property owned by the entities guaranteeing the Priority Guaranteed Unsecured Notes prior to the Effective Date.
• Upon issuance, the collateral agent shall have valid, binding, perfected, and enforceable Liens on the specified collateral, with perfection occurring automatically by virtue of entry of the Confirmation Order.

New 2027 Senior Secured Notes and Settlement

• Pursuant to the 2027 Senior Secured Notes Claims Settlement among the Debtors, the 2027 Ad Hoc Group, and the September 2029 Ad Hoc Group (Docket No. 971, as amended and restated on March 31, 2026, Docket No. 1139), holders of Allowed 2027 Senior Secured Notes Claims shall receive New 2027 Senior Secured Notes.
• The New 2027 Senior Secured Notes shall be:
  • Issued by the New 2027 SPV, a bankruptcy-remote special purpose vehicle wholly held by the New 2027 HoldCo (itself wholly held by Reorganized Parent);
  • In an aggregate principal amount of $385,000,000, which may be reduced by a pay down of up to $50,000,000;
  • Bearing interest at 8.375%;
  • Secured by a first lien security interest on the New 2027 Senior Secured Notes Collateral Package and Interests in the New 2027 SPV held by the New 2027 HoldCo; and
  • Guaranteed by (i) the Reorganized Parent solely with respect to the $50,000,000 pay down and any funds removed from the New 2027 SPV in contravention of the settlement, (ii) the New 2027 HoldCo, and (iii) the Reorganized Debtors holding the 2027 Senior Secured Notes First Lien Collateral Properties.
• The cumulative fair market values of the properties constituting the New 2027 Senior Secured Notes Collateral Package must equal or exceed $480,000,000 (the "Minimum Value Requirement"), as determined by appraisals from JLL Valuation & Advisory Services, LLC. On March 31, 2026, the 2027 Ad Hoc Group confirmed acceptance of the appraisals as satisfying the Minimum Value Requirement.
• After giving effect to transfers under the Plan, the New 2027 SPV shall hold all Interests in OPI 25 Exchange LLC, SIR Campbell Place Inc., GPT Properties Trust, and SIR Philadelphia LLC.

Equity Rights Offering

• On the Effective Date, the Reorganized Parent shall consummate an equity rights offering, issuing Subscription Rights to all holders of Allowed Unsecured Notes Claims to purchase Reorganized Common Equity at $17 per share in an aggregate amount of $35 million (subject to dilution).
• The Equity Rights Offering shall be fully backstopped by the Equity Rights Offering Backstop Parties, consisting of certain members of the Unsecured Notes Ad Hoc Group, ValueWorks Limited Partners LP, and Diamond Family Investments LLC. The Backstop Parties are advised by Glenn Agre Bergman & Fuentes LLP, Seward & Kissel LLP, and Province, LLC.
• The Subscription Rights shall not have oversubscription rights, and proceeds shall only be used to satisfy Exit Costs and the Working Capital Requirement.
• Consummation of the Equity Rights Offering is conditioned on consummation of the other transactions contemplated by the Plan.

New Warrants

• On the Effective Date, the Reorganized Parent shall issue New Warrants to holders of Allowed Unsecured Notes Claims, exercisable for 5.0% of Reorganized Common Equity outstanding as of the Effective Date (after taking into account Reorganized Common Equity issued or issuable as a result of the Initial Equity Compensation or exercise of the New Warrants), at a strike price of $25 per share, exercisable within seven years from the Effective Date.

Reorganized Common Equity and Unsecured Equity Pool

• On the Effective Date, Reorganized Parent is authorized to issue a single class of new common equity interests (the "Reorganized Common Equity"). All Plan Securities, when issued, shall be duly authorized, validly issued, fully paid, and non-assessable.
• The Unsecured Equity Pool consists of any remaining Reorganized Common Equity after accounting for equity issued pursuant to the Equity Rights Offering and in satisfaction of DIP Claims and Allowed September 2029 Senior Secured Notes Claims.
• The Unsecured Equity Pool Waterfall distributes the Unsecured Equity Pool in the following priority:
  • First, pro rata on account of Allowed Priority Guaranteed Unsecured Notes Claims, up to the Priority Guarantee Distributable Value; and
  • Second, on account of Allowed September 2029 Unsecured Notes Claims, Unsecured Notes Claims, and Allowed Priority Guaranteed Unsecured Notes Claims (to the extent not paid in full from the first priority distribution).
• Allowed September 2029 Senior Secured Notes Claim Anti-Dilution Shares shall be issued so that, after giving effect to the Initial Equity Compensation and the Anti-Dilution Shares, holders of Allowed September 2029 Senior Secured Notes Claims hold the same percentage of total Reorganized Common Equity on a fully diluted basis as they would have held prior to such issuances.

RMR Management Agreements

• On the Effective Date, the RMR Management Agreements shall be assumed by the Reorganized Debtors, which shall enter into the Amended RMR Management Agreements.
• The Amended RMR Management Agreements shall provide for:
  • Initial Equity Compensation of 2% of Reorganized Common Equity, issued to RMR on the Effective Date (which shall not dilute Reorganized Common Equity distributed to holders of Allowed September 2029 Senior Secured Notes Claims but shall be subject to dilution by the New Warrants).
  • Subsequent Equity Compensation of up to 8% of Reorganized Common Equity, payable upon satisfaction of certain financial and/or other performance metrics to be determined by the New Board.

Corporate Governance

• The New Board shall be composed of seven members: (i) five appointed by the September 2029 Ad Hoc Group, (ii) one appointed by the Committee (reasonably acceptable to the Debtors and the September 2029 Ad Hoc Group), and (iii) one appointed by RMR.
• The New 2027 SPV Board and New 2027 HoldCo Board shall each be composed of two individuals appointed by Reorganized Parent and one independent director appointed by the 2027 Ad Hoc Group.
• Officers of the respective Debtors immediately before the Effective Date shall serve as initial officers of the Reorganized Debtors, the New 2027 SPV, and the New 2027 HoldCo. Pre-Effective Date directors, managers, and trustees not continuing in their roles shall be deemed to have resigned on the Effective Date.
• The Reorganized Parent shall enter into a Preemptive Rights Agreement with holders of Allowed Priority Guaranteed Unsecured Notes Claims or Allowed Unsecured Notes Claims beneficially owning at least 1.00% of the outstanding Reorganized Common Equity as of the Effective Date.

Settlements

• Each settlement and compromise incorporated into the Plan and Plan Supplement satisfies the requirements of section 1129 of the Bankruptcy Code and Bankruptcy Rule 9019 and is effective and binding on all parties in interest as of the Effective Date. Key settlements include:
  • The Committee Settlement among the Debtors, the Committee, the September 2029 Ad Hoc Group, and RMR (Docket No. 855).
  • The 2027 Senior Secured Notes Claims Settlement, which was negotiated in good faith and at arm's length and is an essential element of the Plan.
  • The Mortgage Debt Guarantee Settlement Agreements, with the Debtors authorized to continue negotiating additional agreements in their sole discretion.
  • The Waiver and Amendment No. 1 to the Second Amended and Restated Credit Agreement (the "Secured Credit Facility Waiver"), permanently waiving specified defaults and ratifying the Amended Credit Agreement.

Restructuring Expenses and Fees

• Restructuring Expenses, including reasonable and documented unpaid fees and expenses of the September 2029 Ad Hoc Group Advisors and the Consenting September 2029 Senior Secured RSA Fee (payable solely to holders of September 2029 Senior Secured Notes Claims party to the RSA as of the Confirmation Date), shall be paid in full in Cash on the Effective Date or as soon as reasonably practicable thereafter, without Bankruptcy Court review or approval.
• On or before August 1, 2026, the Debtors or Reorganized Debtors shall pay $10,000,000 in Cash pro rata to members of the 2027 Ad Hoc Group pursuant to the 2027 Senior Secured Notes Claims Settlement. Such payment shall not be funded from the New 2027 Senior Secured Notes Collateral Package or any proceeds thereof.
• On the Effective Date, $500,000 in Cash shall be paid pro rata to members of the Secured Credit Facility Ad Hoc Group.

Releases

• The Plan provides for releases from "Releasing Parties," which include, among others, the Debtors, the Reorganized Debtors, the Consenting Creditors, the DIP Lenders, the DIP Agent, the September 2029 Senior Secured Notes Trustees, RMR, the Committee and its members, the members of the 2027 Ad Hoc Group, the March 2029 Ad Hoc Group, the Equity Rights Offering Backstop Parties, the members of the Secured Credit Facility Ad Hoc Group, holders of Claims in Voting Classes and Class 5 that do not affirmatively opt out, holders of Claims in Classes 1 through 4 that do not opt out, holders of Claims or Interests in Classes 15 and 16 that affirmatively opt in, and the Related Parties of each of the foregoing.
• The "Released Parties" mirror the Releasing Parties. Any holder that timely objects to the releases (through a formal objection filed on the docket or an informal objection provided by electronic mail, not withdrawn before the Confirmation Hearing) shall not be a Released Party or Releasing Party.
• The Debtor Release was found to represent a sound exercise of business judgment, negotiated in good faith and at arm's length, and an essential part of the agreement among parties participating in the Plan's negotiation. The third-party release is consensual and binding, with all impaired creditors given an opportunity to opt out or opt in as applicable.
• The United States is opted out of the releases provided under Article 10.6 of the Plan.

Exculpation

• The Exculpated Parties are limited to the Debtors and their Estates, each independent director of the Debtors, and the Committee and each member of the Committee.
• The exculpation is appropriately limited in scope to parties that served as fiduciaries in the Chapter 11 Cases and includes a carve-out for willful misconduct, actual fraud, and gross negligence.

Conditions Precedent to the Effective Date

• The Plan shall not become effective unless and until the following conditions, among others, are satisfied or waived:
  • The RSA shall not have been terminated and shall be in full force and effect.
  • The Confirmation Order shall have been entered and not be subject to a stay pending appeal.
  • All documentation for the issuance of Reorganized Common Equity shall have been executed and delivered.
  • The Secured Exit Notes, New 2027 Senior Secured Notes, Reorganized Common Equity, and New Warrants shall have been issued.
  • The 2027 Senior Secured Notes, September 2029 Senior Secured Notes, Priority Guaranteed Unsecured Notes, and Unsecured Notes shall have been cancelled.
  • The New Mortgage Debt and New Secured Credit Facility shall have been issued, or the Mortgage Debt Guarantee Claims and Secured Credit Facility Claims Reinstated or rendered Unimpaired.
  • The March 2029 Senior Secured Notes Claims shall have been Reinstated and all accrued and unpaid interest, fees, and charges paid in full in Cash.
  • All Restructuring Expenses shall have been paid in full in Cash.
  • The Professional Fee Escrow shall have been established and funded in full.
  • The 2027 Senior Secured Notes Claims Settlement and the Committee Settlement shall not have been terminated.
• Conditions Precedent may be waived in writing by the Debtors with the consent of the Required September 2029 Senior Secured Noteholders; provided that waiver of certain conditions relating to the RSA or the Amended RMR Management Agreements requires the consent of RMR, and waiver of certain conditions relating to the 2027 Senior Secured Notes or the Committee Settlement requires the reasonable consent of the 2027 Ad Hoc Group or the Committee, respectively.

Cancellation of Existing Securities

• On the Effective Date, all agreements, indentures, instruments, notes, certificates, and other documents evidencing any Claim or Interest (other than March 2029 Senior Secured Notes Claims, certain Mortgage Debt Guarantee Claims, certain Secured Credit Facility Claims, and unmodified Intercompany Claims and Interests) shall be deemed cancelled, discharged, and of no further force or effect.
• Concurrently with the applicable distributions, all mortgages, deeds of trust, Liens, pledges, and other security interests with respect to the September 2029 Senior Secured Notes Claims and 2027 Senior Secured Notes Claims shall be fully released and discharged.

Securities Law Exemptions

• No registration statement is required for the offer, issuance, and distribution of Plan Securities (other than the Secured Exit Notes and New 2027 Senior Secured Notes) under the Plan, which are exempt pursuant to section 1145(a) of the Bankruptcy Code.
• The Secured Exit Notes and New 2027 Senior Secured Notes shall be issued in reliance upon section 4(a)(2) of the Securities Act and/or Regulation D and/or Regulation S, and will be considered "restricted" securities bearing customary legends.

Dissolution of the Committee

• On the Effective Date, the Committee will dissolve and its members will be released from all further duties and obligations related to the Chapter 11 Cases; provided that the Committee will continue in existence for the limited purposes of (a) pursuing final fee applications and (b) any appeals of the Confirmation Order.