{ "docId": "019de515-cba0-70a7-a6b9-851525291990", "docSlug": "74300d5991267f2d4038bce07bae27e6", "documentTitle": "Office Properties Income Trust | Investor Presentation Deck | 29 slides", "authorId": "office-properties-income-trust", "authorName": "Office Properties Income Trust", "documentKindSlug": "pitchdeck", "documentKindLabel": "Pitch deck", "sourceTypeSlug": "investor_relations", "sourceTypeLabel": "Investor relations", "presentationDate": "2023-05-01 00:00:00", "orientation": "landscape", "aspectRatio": 1.3333334, "pageNumber": 2, "pageCount": 29, "prevPage": 1, "nextPage": 3, "slideType": "disclaimer", "function": "establish_context", "density": "overcrowded", "nDataPoints": 0, "notes": null, "elementsJson": null, "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019de515-cba0-70a7-a6b9-851525291990/2", "deckHref": "/decks/019de515-cba0-70a7-a6b9-851525291990", "deckJsonHref": "/decks/019de515-cba0-70a7-a6b9-851525291990.json", "deckAnchorHref": "/decks/019de515-cba0-70a7-a6b9-851525291990#slide-2", "components": [ { "bbox": { "h": 0.035, "w": 0.95, "x": 0.025, "y": 0.63 }, "kind": "disclaimer", "text": "You should not place undue reliance on forward-looking statements. Except as required by law, OPI undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.", "attrs": {}, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "0748004b-f691-4d1c-8d11-adef210d23c1", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.303, "w": 0.95, "x": 0.025, "y": 0.26 }, "kind": "disclaimer", "text": "Forward-looking statements reflect management's current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause OPI's actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these forward-looking statements and the related risks, uncertainties and other factors include, but are not limited to, the following: the likelihood that OPI will complete its pending Merger, and related transactions with Diversified Healthcare Trust, or DHC, including OPI's and DHC's ability to obtain shareholder approval, OPI's ability to obtain an amendment or replacement of its credit agreement and obtaining other financing, consents or approvals required in connection with the Merger, expected synergies from the Merger and that OPI's shareholders will benefit from the Merger; the impact of increasing or sustained high interest rates, inflation, labor market challenges, dislocation and volatility in the public equity and debt markets, conditions in the commercial real estate industry generally and in the sectors we operate, geopolitical instability and economic downturns or recessions on OPI and its tenants; the extent to which changes in office space utilization and needs, including due to remote work arrangements, may impact demand for office space at OPI's properties; the financial strength of OPI's tenants; risks and uncertainties regarding the costs and timing of development, redevelopment and repositioning activities, including as a result of inflation, cost overruns, supply chain challenges, labor shortages, construction delays or inability to obtain necessary permits; whether OPI's tenants will renew or extend their leases and not exercise early termination options pursuant to their leases or that OPI will obtain replacement tenants on terms as favorable to OPI as its prior leases; OPI's ability to successfully recycle and deploy capital; the likelihood that OPI's tenants will pay rent or be negatively affected by cyclical economic conditions or government budget constraints; OPI's ability to pay distributions to its shareholders and to maintain or increase the amount of such distributions; OPI's ability to increase or maintain occupancy at its properties on terms desirable to it; OPI's ability to increase rents when its leases expire or renew; OPI's ability to manage its capital expenditures and other operating costs effectively and to maintain and enhance its properties and their appeal to tenants; OPI's ability to acquire properties that realize its targeted returns; OPI's ability to sell properties at prices it targets; OPI's ability to cost effectively raise and balance its use of debt and equity capital; OPI's ability to make required payments on debt; OPI's ability to maintain sufficient liquidity, including the availability of borrowings under its revolving credit facility and otherwise manage leverage; OPI's credit ratings; the ability of OPI's manager, RMR, to successfully manage OPI, OPI's qualification for taxation as a real estate investment trust for U.S. federal income tax purposes, or REIT, changes in federal or state tax laws, competition within the commercial real estate industry, particularly in those markets in which OPI's properties are located; compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters; the impact of any U.S. government shutdown or failure to increase the government debt ceiling on OPI's ability to collect rents and pay its operating expenses, debt obligations and distributions to shareholders on a timely basis; actual and potential conflicts of interest with OPI's related parties, including its Managing Trustees, RMR, Sonesta and others affiliated with them; limitations imposed by and OPI's ability to satisfy complex rules to maintain OPI's qualification for taxation as a REIT; acts of terrorism, outbreaks or continuation of pandemics or other public health safety events or conditions, war or other hostilities, material or prolonged disruption to supply chains, climate change, or other manmade or natural disasters beyond OPI's control; and other matters.", "attrs": {}, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "6497fa72-6482-4ac9-97d6-740522d9740a", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.06, "w": 0.95, "x": 0.025, "y": 0.567 }, "kind": "disclaimer", "text": "These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in OPI's periodic filings. The information contained in OPI's filings with the Securities and Exchange Commission (SEC), including under the caption \"Risk Factors\" in its periodic reports, or incorporated therein, identifies important factors that could cause differences from the forward-looking statements in this presentation. OPI's filings with the SEC are available on the SEC's website at www.sec.gov.", "attrs": {}, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "830f93b7-7947-466d-af02-9046febafc59", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.14, "w": 0.95, "x": 0.025, "y": 0.706 }, "kind": "disclaimer", "text": "In connection with the 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 the common shares of beneficial interest of OPI, or the OPI Common Shares, to be issued in the Merger. OPI and DHC intend to file a joint proxy statement/prospectus and other documents concerning the Merger with the SEC. The proposed transaction involving OPI and DHC will be submitted to OPI's and 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 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 MERGER. When available, the relevant portions of the joint proxy statement/prospectus will be mailed to OPI's and DHC's shareholders. 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 by OPI with the SEC may be obtained for free on OPI's Investor Relations website at www.opireit.com/investors/ or by contacting the OPI Investor Relations department at 1-617-219-1410.", "attrs": {}, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "ad052de3-9da1-45ad-a3b8-dd92e5004208", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.05, "w": 0.95, "x": 0.025, "y": 0.179 }, "kind": "disclaimer", "text": "This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as \"believe\", \"expect\", \"anticipate\", \"intend\", \"plan\", \"estimate\", \"will\", \"may\" and negatives or derivatives of these or similar expressions.", "attrs": {}, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "f3ea2898-13f8-4065-9d98-840394173d4b", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.035, "w": 0.95, "x": 0.025, "y": 0.85 }, "kind": "disclaimer", "text": "In addition to the registration statement and joint proxy statement/prospectus expected to be filed, OPI files annual, quarterly and current reports and other information with the SEC. OPI'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": {}, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "ff6e21b9-5051-4e59-91ba-b495b1cf0749", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.013, "w": 0.008, "x": 0.949, "y": 0.96 }, "kind": "other", "text": "2", "attrs": {}, "subkind": "unclassified", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "bddc7b52-5d89-4cf3-a238-55631d9029da", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.013, "w": 0.25, "x": 0.375, "y": 0.679 }, "kind": "paragraph", "text": "Important Additional Information About the Merger", "attrs": {}, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "c1d84906-b5a0-46e4-a478-8c331eb0abd4", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.079, "w": 0.95, "x": 0.024, "y": 0.06 }, "kind": "title", "text": "WARNING REGARDING FORWARD LOOKING STATEMENTS, DISCLAIMERS AND NON-GAAP FINANCIAL MEASURES", "attrs": {}, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "0fe54254-1492-45d3-bb75-93564f0ee98e", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [], "frameworks": [], "arcBeats": [], "loops": [], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }