Office Properties Income Trust
25.30%
5,565,017
1456772
Jun 16, 2026
Jun 25, 2026, 12:38 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Helix Partners Management LP | Investment Adviser | 25.30% | 5,565,017 | 0 | 5,565,017 |
| Jonathan Heller | Holding Company | 25.30% | 5,565,017 | 0 | 5,565,017 |
| Helix Strategic Fund II LLC | Other | 15.90% | 3,500,180 | 0 | 3,500,180 |
| Helix Strategic Fund LP | Partnership | 9.40% | 2,064,837 | 0 | 2,064,837 |
Disclosure Items (7)
Common Shares of Beneficial Interest
Office Properties Income Trust
Two Newton Place, Newton, MA, 02458
This statement is being filed by: (i) Helix Partners Management LP ("Helix Partners"), which serves as the investment manager to certain funds (the "Helix Funds"), including Helix Strategic Fund LP and Helix Strategic Fund II LLC, with respect to the common shares of beneficial interest, par value $0.01 per share ("Common Shares"), of Office Properties Income Trust, a real estate investment trust organized under the laws of the State of Maryland (the "Issuer"), directly held by the Helix Funds; (ii) Helix Strategic Fund LP ("Helix Strategic Fund"); (iii) Helix Strategic Fund II LLC ("Helix Strategic Fund II"); and (iv) Jonathan Heller, the Chief Executive Officer of Helix Partners.
The principal business address of each of Helix Partners, Helix Strategic Fund II, and Mr. Heller is 545 Madison Avenue, 8th Floor, New York, NY 10022. The principal business address of Helix Strategic Fund is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
The principal business of each of the Reporting Persons is investment management.
None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Helix Partners is a Delaware limited partnership. Helix Strategic Fund is a Cayman Islands exempted limited partnership. Helix Strategic Fund II is a Delaware limited liability company. Mr. Heller is a citizen of the United States of America.
On October 30, 2025, the Issuer and certain of its subsidiaries, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). On April 22, 2026, the Bankruptcy Court entered an order confirming the Fourth Amended Joint Chapter 11 Plan of Reorganization of Office Properties Income Trust and Its Debtor Affiliates (the "Plan"). As of June 17, 2026, the effective date of the Plan (the "Effective Date"), the Helix Funds held (i) certain of the Issuer's 9.00% senior secured notes due September 2029 (the "September 2029 Notes"), (ii) certain unsecured claims against the Issuer (the "Unsecured Notes Claims"), and (iii) certain debtor-in-possession financing claims against the Issuer (the "DIP Claims"). Pursuant to the Plan, and as a result of being holders of the September 2029 Notes, Unsecured Notes Claims and DIP Claims, on the Effective Date, the Helix Funds received, in the aggregate, a combination of consideration consisting of: (i) $92,564,000 aggregate principal amount of the Issuer's 10.000% senior secured notes due 2031 (the "Secured Exit Notes"), representing their pro rata share of the Secured Exit Notes, (ii) $42,097,000 aggregate principal amount of the Secured Exit Notes, representing their additional portion of the Secured Exit Notes, (iii) 5,551,703 Common Shares, and (iv) Warrants to purchase 13,314 Common Shares (the "Warrants").
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Shares and the percentage of the Common Shares beneficially owned by each of the Reporting Persons. As of the date of this Schedule 13D, Helix Strategic Fund II directly holds Warrants to purchase 13,314 Common Shares. Each of Helix Partners and Mr. Heller, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the shares of Common Shares underlying the Warrants held by Helix Strategic Fund II, which are reported on the cover page to this Schedule 13D for such Reporting Persons, as applicable. Pursuant to Rule 13d-3(d)(1)(i) under the Act, the beneficial ownership disclosed on the cover pages of this Schedule 13D includes Common Shares that currently may be issued upon the exercise of the Warrants described above. The applicable ownership percentages reported in this Schedule 13D are calculated based on (i) 21,953,577 Common Shares outstanding as of June 17, 2026 (as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2026) and (ii) 13,314 Common Shares issuable upon exercise of the Warrants.
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
Except as described in Item 4 of this Schedule 13D, no transactions in Common Shares have been effected by the Reporting Persons during the past sixty (60) days.
Other than the Reporting Persons, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein.
Not applicable.
The response to Item 3 and Item 4 of this Schedule 13D is incorporated by reference herein.
Exhibit 99.1: Joint Filing Agreement Exhibit 99.2: Board Observation Rights Agreement Exhibit 99.3: Warrant Agreement (incorporated by reference to Exhibit 4.3 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2026)