−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
+Added: Unregistered Sales of Equity Securities and Use of Proceeds (dollars in thousands, except per share data)
+Added: Issuance of equity securities.
+Added: Between September 17, 2024 and September 30, 2024, we entered into a series of privately negotiated exchange agreements, under which we issued an aggregate of 629,943 of our common shares in exchange for $1,500 of the 2025 Notes.
+Added: Based on the aggregate principal amount of the 2025 Notes exchanged plus $10 aggregate accrued interest thereon through the relevant date of exchange, the common shares issued had an average implied value of approximately $2.26 per share.
+Added: Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, the common shares issued in the private exchanges were issued in each case to existing security holders of us exclusively in exchange for such holders’ securities and no commission or other remuneration was paid or given for soliciting the exchange.
+Added: Other exemptions may apply.
Issuer purchases of equity securities.
−Removed: The following table provides information about our purchases of our equity securities during the quarter ended June 30, 2024:
+Added: The following table provides information about our purchases of our equity securities during the quarter ended September 30, 2024:
Calendar Month Number of Shares Purchased (1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
−Removed: April 1, 2024 - April 30, 2024 4,604 $ 1.89 — $ —
−Removed: May 1, 2024 - May 31, 2024 1,156 2.34 — —
−Removed: June 1, 2024 - June 30, 2024 1,745 2.15 — —
+Added: July 1, 2024 - July 31, 2024 13,063 $ 1.98 — $ —
+Added: September 1, 2024 - September 30, 2024 63,579 2.27 — —
Total 76,642 $ 2.22 — $ —
−Removed: (1) These common share withholdings and purchases were made to satisfy tax withholding and payment obligations of one of our Trustees and certain former officers and employees of RMR in connection with the vesting of awards of our common shares to them.
+Added: (1) These common share withholdings and purchases were made to satisfy tax withholding and payment obligations of our officers and certain other current and former officers and employees of RMR in connection with the vesting of awards of our common shares to them.
We withheld and purchased these shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.
48 unchanged sentences
(Incorporated by reference to the Company's Current Report on Form 8-K filed on June 21, 2024.)
+Added: 4.13 Indenture, dated as of October 8, 2024, among Office Properties Income Trust, the subsidiaries listed on the signature pages thereto as guarantors and U.S.
+Added: Bank Trust Company, National Association, as trustee and collateral agent.
+Added: (Incorporated by reference to the Company's Current Report on Form 8-K filed on October 9, 2024.)
4.14 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D.
(Incorporated by reference to the Company’s Current Report on Form 8‑K filed on June 8, 2015.)
−Removed: 10.1 Support Agreement, dated as of June 10, 2024, among the Company and certain noteholders party thereto.
−Removed: (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 10, 2024.)
31.1 Rule 13a-14(a) Certification.
25 unchanged sentences
President and Chief Operating Officer
−Removed: July 31, 2024
+Added: October 30, 2024
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
−Removed: July 31, 2024
+Added: October 30, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.