Form RW - Registration Withdrawal Request
05 Setembro 2023 - 5:35PM
Edgar (US Regulatory)
Office Properties Income Trust
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
September 5, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, NE
Washington, D.C. 20549
Pam Long
| Re: | Request for Withdrawal of Office Properties Income Trust
Registration Statement on Form S-4
Filed May 19, 2023
File No. 333-272105 |
Dear Ms. Rivera and Ms. Long:
Pursuant to Rule 477 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Office Properties Income Trust, a Maryland real estate investment trust
(the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”),
consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Company’s Registration
Statement on Form S-4 (File No. 333-272105), together with all exhibits thereto, initially filed with the Commission on May 19, 2023 and
amended on June 6, 2023, June 20, 2023, July 7, 2023, July 17, 2023, and July 19, 2023 (the “Registration Statement”).
The Registration Statement was initially filed
with respect to the proposed issuance of common shares of beneficial interest, par value $.01 per share, of the Company (the “Company
Common Shares”) in connection with the Agreement and Plan of Merger, dated as of April 11, 2023 (the “Merger Agreement”),
by and between the Company and Diversified Healthcare Trust, a Maryland real estate investment trust (“DHC”). On September
1, 2023, as reported on a Current Report on Form 8-K filed by the Company with the Commission on September 1, 2023, the Company and DHC
terminated the Merger Agreement pursuant to a termination agreement. Consequently, the Company will not proceed with the proposed offering
of Company Common Shares contemplated by the Merger Agreement and the Registration Statement. Because the proposed offering will not occur,
the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and protection of investors
as contemplated by paragraph (a) of Rule 477 under the Securities Act.
U.S. Securities and Exchange Commission
September 5, 2023
Page 2
No shares of the Company Common Stock have
been or will be sold pursuant to the Registration Statement. Accordingly, the Company hereby respectfully requests that the
withdrawal of the Registration Statement be effective as of the date hereof or at the earliest practicable date hereafter and
requests that a written order granting the withdrawal of the Registration Statement and all exhibits and amendments thereto be
issued by the Commission as soon as reasonably practicable. The Company also requests, in accordance with Rule 457(p) under the
Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for
future use to the Company’s account.
Your assistance in this matter is greatly appreciated.
If you have questions or require additional information, please do not hesitate to contact Mark A. Stagliano of Wachtell, Lipton, Rosen
& Katz at (212) 403-1060 or by email at MAStagliano@wlrk.com.
U.S. Securities and Exchange Commission
September 5, 2023
Page 3
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Very truly yours, |
|
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|
/s/ Matthew C. Brown |
|
Matthew C. Brown |
|
Chief Financial Officer and Treasurer |
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