{ "docId": "019de515-77db-721e-9223-09f58224088a", "docSlug": "459d105df54ee4ed2727c3faa4ea7cee", "documentTitle": "Office Properties Income Trust | Mergers and Acquisitions Presentation Deck | 16 slides", "authorId": "office-properties-income-trust", "authorName": "Office Properties Income Trust", "documentKindSlug": "conference-presentation", "documentKindLabel": "Conference presentation", "sourceTypeSlug": "investment_bank", "sourceTypeLabel": "Investment bank", "presentationDate": "2023-04-01 00:00:00", "orientation": "landscape", "aspectRatio": 1.3333334, "pageNumber": 2, "pageCount": 16, "prevPage": 1, "nextPage": 3, "slideType": "disclaimer", "function": "front_matter", "density": "overcrowded", "nDataPoints": 0, "notes": null, "elementsJson": null, "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019de515-77db-721e-9223-09f58224088a/2", "deckHref": "/decks/019de515-77db-721e-9223-09f58224088a", "deckJsonHref": "/decks/019de515-77db-721e-9223-09f58224088a.json", "deckAnchorHref": "/decks/019de515-77db-721e-9223-09f58224088a#slide-2", "components": [ { "bbox": { "h": 0.239, "w": 0.92, "x": 0.059, "y": 0.509 }, "kind": "paragraph", "text": "This communication may be deemed to be solicitation material in respect of the proposed merger between OPI and DHC. In connection with the proposed merger, OPI intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary prospectus and related materials to register OPI common shares of beneficial interest to be issued in the merger. OPI and DHC intend to file a joint proxy statement/prospectus and other documents concerning the proposed merger with the SEC. This document is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which OPI or DHC may file with the SEC. The proposed transaction involving OPI and DHC will be submitted to OPI's shareholders and to DHC'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 PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT OPI, DHC AND THE PROPOSED MERGER. When available, the relevant portions of the joint proxy statement/prospectus will be mailed to shareholders of OPI and DHC. 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 with the SEC by OPI may be obtained for free on OPI's Investor Relation's website at https://www.opireit.com/investors/ or by contacting OPI's Investor Relations department at 1-617-219-1410. Additional copies of documents filed with the SEC by DHC may be obtained for free on DHC's Investor Relation's website at https://www.dhcreit.com/investors/ or by contacting DHC's Investor Relations Department at1-617-796-8234. In addition to the registration statement, each of DHC and OPI files annual, quarterly and current reports and other information with the SEC. OPI's and DHC'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.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "3440069e-1b33-4782-be9e-3b0117f0421f", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.059, "w": 0.92, "x": 0.059, "y": 0.77 }, "kind": "paragraph", "text": "This communication is for informational purposes only and is not intended to and 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 proposed 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.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "b0a5f177-77a3-4d5c-b734-0cf84e78b296", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.039, "w": 0.92, "x": 0.059, "y": 0.969 }, "kind": "paragraph", "text": "This presentation may contain or refer to third party reports and other information relating to OPI, DHC, RMR or other persons. The author and source of any third party information and the date of its publication are clearly and prominently identified. None of OPI, DHC or RMR has communicated with the providers of this information in this presentation. None of OPI, DHC or RMR has assisted in the preparation of the third party information, guarantee the accuracy, completeness or availability of the third party information or explicitly or implicitly endorse or approve such information.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "b280a7b9-b12f-44b6-8934-7f536326c309", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.389, "w": 0.92, "x": 0.059, "y": 0.099 }, "kind": "paragraph", "text": "This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever Office Properties Income Trust (\"OPI\") and Diversified Healthcare Trust (\"DHC\") use words such as \"believe\", \"expect\", \"anticipate\", \"intend\", \"plan\", \"estimate\", \"will\", \"may\", \"should\", \"seek\", \"approximately\" or \"strategy\" and negatives or derivatives of these or similar expressions, they are making forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based upon OPI's and DHC'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 and DHC's forward-looking statements as a result of various factors. For example: OPI and DHC have entered into a definitive merger agreement and the proposed merger is expected to close in the third quarter of 2023, but the closing of the proposed merger is subject to the satisfaction or waiver of closing conditions, including OPI and DHC shareholder approvals, which are beyond OPI's and DHC's control, and OPI and DHC cannot be sure that any or all of these conditions will be satisfied or waived, and accordingly, the proposed merger may not close on the contemplated terms prior to the outside date set forth in the merger agreement or at all or it may be delayed; OPI may not be able to recast its existing revolving credit facility on favorable terms as expected in connection with the proposed transaction; the combined company following the merger is expected to maintain an annual dividend of $1.00 per share with a possible increase in the future, but the Board of Trustees of the combined company will consider many factors when setting distribution rates, and thus future distribution rates may be increased or decreased and neither OPI nor DHC can be sure as to the rate at which future distributions will be paid; and the proposed merger is subject to various additional risks, including: the risk that the combined businesses will not be integrated successfully or that the integration will be more costly or more time-consuming and complex than anticipated; the risk that cost savings and synergies anticipated to be realized by the merger will not be fully realized or may take longer to realize than expected; risks associated with the impact, timing or terms of the proposed merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed merger; the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; risks related to future opportunities, plans and strategy for the combined company, including the uncertainty of expected future financial performance, including expected net operating income (\"NOI\"), DHC's estimated cash on hand, expected access to capital, timing of accretion, distribution rates and results of the combined company following completion of the proposed merger and the challenges facing the industries in which each company currently operates and the combined company will, following the closing of the transaction, operate; risks related to the market value of the OPI common shares of beneficial interest to be issued in the proposed merger; the expected qualification of the proposed merger as a tax-free \"reorganization\" for U.S. federal income tax purposes; the risk that the financing or any consents or approvals required or contemplated in connection with the proposed merger will not be received or obtained within the expected timeframe, on the expected terms or at all; risks associated with expected financing transactions undertaken in connection with the proposed merger and risks associated with indebtedness incurred in connection with the proposed merger, including the potential inability to access, or reduced access to, the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade; risks associated with the level of capital expenditures of OPI, DHC and the combined company following the proposed merger, including possible changes in the amount or timing of capital expenditures; risks associated with the impact of general economic, political and market factors on OPI and DHC or the proposed merger; and other matters. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the \"SEC\") in connection with the proposed merger. Each of OPI's and DHC's respective Annual Reports on Form 10-K for the year ended December 31, 2022, including under the caption \"Risk Factors\", and \"Management's Discussion and Analysis of Financial Condition and Results of Operations\", and OPI's and DHC's other filings with the SEC identify other important factors that could cause differences from any forward-looking statements. OPI's and DHC's filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon any forward-looking statements. Forward-looking statements speak only as of the date made, and OPI and DHC each disclaim any obligation to update or change any forward-looking statements as a result of new information, future events or otherwise except as required by applicable law.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "cbb61383-b56a-4195-85e6-b7eb98e9f86d", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.119, "w": 0.92, "x": 0.059, "y": 0.85 }, "kind": "paragraph", "text": "OPI, DHC and certain of their respective trustees and executive officers, and The RMR Group LLC (\"RMR\"), the manager of OPI and DHC, and its parent and certain of their directors, officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of OPI and DHC in connection with the proposed merger. Certain information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of OPI or DHC shareholders in connection with the proposed merger and a description of their direct and indirect interests will be set forth in the registration statement and the joint proxy statement/prospectus when filed with the SEC. Information about the trustees and executive officers of OPI is included in the proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on April 6, 2023. Information about the trustees and executive officers of DHC is included in the proxy statement for its 2022 annual meeting of shareholders, which was filed with the SEC on March 29, 2022. Copies of the foregoing documents may be obtained as provided above. Additional information regarding the interests of such participants and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "d7db67ab-8b7f-4b25-8696-35a98837d260", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.029, "w": 0.188, "x": 0.406, "y": 0.06 }, "kind": "title", "text": "DISCLAIMERS", "attrs": null, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "23b30006-b635-409f-9176-f1163fe6f6c1", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [], "frameworks": [], "arcBeats": [ { "to": 3, "from": 1, "beatId": "5cf9ce94-6823-4157-a237-cfc76cbf7230", "arcName": "The Consultant's Gambit", "arcSlug": "consultants-gambit", "beatName": "Situation & Context", "beatSlug": "consultants-gambit-situation-context", "evidence": "The deck starts with a cover slide, disclaimer, and transaction overview.", "position": 0, "confidence": 0.8, "parentBeatName": "Setup", "parentBeatSlug": "setup" } ], "loops": [], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }