SecProbe.io

CORRESP
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[Letterhead of Wachtell, Lipton, Rosen & Katz]

July 6, 2023

Via EDGAR

Ms. Isabel Rivera

Ms. Pam Long

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Office Properties Income Trust

    Amendment No. 2 to Registration
Statement on Form S-4

    Filed June 20, 2023

    File No. 333-272105

Dear Ms. Rivera and Ms. Long:

On behalf of our client, Office Properties Income
Trust (the “Company” or “OPI”), below is the response of the Company to the comments of the Staff
of the Division of Corporation Finance (the “Staff”) that were in your letter dated June 29, 2023, regarding Amendment
No. 2 to Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the
Securities and Exchange Commission on June 20, 2023. In connection with this letter responding to the Staff’s comments, the
Company is today filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer
to pages of Amendment No. 3 (except as otherwise noted). Capitalized terms used but not defined in this letter have the meanings given in Amendment No. 3.
We are separately furnishing to the Staff a copy of Amendment No. 3 marked to show the changes compared to the Registration
Statement.

Amendment No. 2 to Form S-4 filed June 20, 2023

Interests of OPI and DHC Trustees, Executive Officers and Manager
in the Merger and the Other Transactions, page 18

1. With respect to the independent and disinterested trustees of both OPI and DHC, please disclose whether any of the trustees maintain
relationships or positions with any entities affiliated with RMR Group. We note, for example, that William Lamkin currently serves as
an independent trustee of two RMR-affiliated entities, Service Properties Trust and Seven Hills Realty Trust, and that Lisa Harris Jones
currently serves on the board of Industrial Logistics Properties Trust. Please disclose the consideration given to these interests in
your recommendations that shareholders approve the merger in the proxy statement/prospectus and include risk factor disclosure, if appropriate.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18, 33, 86-87, 114,
121-122, and 154-155  of Amendment No. 3 in response thereto.

July 6, 2023

Page 2

Background of the Merger, page 81

2. We note that at its meeting on December 7, 2022, the OPI board discussed its financial and operating performance, long-term
strategy, and the potential for future deterioration in the operating performance of office buildings in connection with the possibility
of a transaction with DHC. Please describe any material aspects of OPI’s financial and operating performance that led or related
to OPI's consideration of a transaction with DHC and discuss how such factors were considered.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 85 and 86 of Amendment
No. 3 in response thereto.

3. We note that obtaining an amendment or modification to the OPI Credit Agreement is a condition to closing the merger. With a view
towards disclosure, please provide a discussion of any financing concerns considered with respect to OPI's ability to meet this condition.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 35-36, 99-100, 103,
104, 109 and 126 of Amendment No. 3 in response thereto. In addition, the Company respectfully directs the Staff
to the sections of the joint prospectus/proxy statement entitled “The Merger—Background of the Merger”, “The
Merger—Recommendation of the OPI Special Committee and the OPI Board of Trustees; Reasons for the Merger and the Other
Transactions” and “The Merger—Recommendation of the DHC Special Committee and the DHC Board of Trustees; Reasons
for the Merger and the Other Transactions”, which include disclosure regarding the assessments of the risks regarding the
ability of the Company to meet this condition by the OPI special committee, the OPI board of trustees, the DHC special committee and
the DHC board of trustees and the negotiation of such condition by and on behalf of the OPI special committee and the DHC special
committee.

4. We note that each of the special committees was advised by its financial advisors about their relationships with OPI, DHC, RMR,
and RMR Inc., and that information about these relationships was updated from time to time. Please disclose the nature and significance
of these relationships and explain how the special committees evaluated this information and concluded that these relationships would
not interfere with the advisors’ ability to provide independent advice. Please also provide risk factor disclosure addressing material
conflicts of interest arising from these relationships.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 87, 88, 90, 91, 105, 110, 146 and 154-155 of Amendment No. 3 in response thereto. The Company also
respectfully notes that the Registration Statement includes disclosure regarding the nature and significance of these relationships, which
is included on pages 135, 146 and 154-155 of Amendment No. 3, and is now cross-referenced in the section of the joint proxy statement/prospectus
entitled, “The Merger—Background of the Merger.”

July 6, 2023

Page 3

The Company respectfully advises the Staff that in the Company’s
view, taking into account the determinations of the DHC special committee and the OPI special committee regarding the relationships of
their respective financial advisors as disclosed in Amendment No. 3, there are no material risks arising from the relationships of
the respective financial advisors to either the DHC special committee or the OPI special committee and, therefore, no additional risk
factor disclosure is necessary.

5. We note that OPI’s change in distribution policy and the timing of its announcement in conjunction with the announcement
of the merger was discussed at several meetings of the OPI special committee throughout February, March, and April, and by the DHC special
committee at several meetings in March. Please provide enhanced disclosure regarding the views of the DHC and OPI special committees and
their advisors as expressed during these meetings and in the negotiations between the parties on each of the following:

 · the reason for the change in OPI’s distribution policy, which resulted in a reduction of OPI’s dividend in connection
with the transaction and the amount of the reduction;

 · the timing of the announcement of OPI’s dividend reduction concurrently with the announcement of the merger, particularly
in light of the anticipated impact on OPI’s share price and the consequent diminished value of the merger consideration to DHC shareholders;
and

 · DHC’s willingness on March 27 to proceed without the price collar it had proposed to OPI despite the downward fluctuations
in OPI’s share price between March 2 and March 24 and after taking into account, for example, “the encouraging financial
performance of DHC during the first month of 2023, and the potential implications of improved performance on DHC’s financing situation,”
and the fact that as of March 24, the DHC special committee thought that DHC’s financial performance indicated that DHC would
outperform projections for the first quarter of 2023.

Response:
The Company respectfully acknowledges the Staff’s comment regarding
the reasons for the change in OPI’s dividend policy and has revised the disclosure on pages 85, 95, 96, 100, 107, 108, 110, 111
and 148 of Amendment No. 3 in response thereto.

 As discussed in the updated disclosure
in Amendment No. 3 on page 96, the OPI board of trustees determined that a reduction in OPI’s dividend was likely to be required
regardless of whether OPI engaged in any transaction with DHC. The Company has also revised the Registration Statement to provide additional
disclosure regarding the OPI board of trustees’ and the OPI special committee’s reasons for the timing of the announcement
of the Company’s dividend reduction concurrently with the announcement of the Merger. Please see pages 100, 107, 108 and 111 of
Amendment No. 3.

July 6, 2023

Page 4

  The Company has also revised the Registration
Statement to provide additional disclosure regarding the DHC special committee’s consideration of the dividend reduction, including
the negotiations regarding a possible price collar and the DHC special committee’s willingness to proceed without a price collar.
Please see pages 101, 102, 103 and 125 of Amendment No. 3.

The Company further respectfully advises the Staff that
(as noted on page 102 of Amendment No. 3), as of March 24, 2023, the DHC special committee did not necessarily
believe that, based on preliminary results indicating DHC’s positive financial performance from January and
February 2023, DHC would outperform projections for the first quarter in 2023. Instead, the DHC special committee considered
the potential impact of DHC’s outperformance on its valuation and potential financing alternatives available to DHC were such
performance to be sustained over a longer period of time.

6. We note that RMR provided three-year projections to the
DHC and OPI boards of trustees in December 2022. DHC and OPI management then provided five-year projections to BofA and J.P. Morgan,
respectively, in January 2023, which they updated several times prior to entering into the merger agreement. Please provide clear
disclosure regarding the individuals from OPI and DHC management that were ultimately responsible for preparing the prospective financial
information for each respective entity. In particular, please disclose the involvement of the external manager, RMR Group Inc., in the
preparation of this prospective financial information. Also clarify why the parties determined to increase the projections from three
to five years, and disclose any material assumptions made and associated risks about growth rates after the third year.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 88-89 and 92-93 of Amendment No. 3 in response thereto.

7. Please elaborate on why the DHC special committee, at its meetings on January 25 and 27, requested DHC management to revise
the DHC January 2023 projections to make them “less conservative.” We note that at a meeting on January 25, DHC
management discussed recent negative changes in DHC’s operating environment and that on January 27, DHC noted that the RMR
termination fee made it impractical to obtain a change of control proposal from a third party other than OPI. Please clarify how these
considerations related to the request for less conservative projections.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 88-89 and 92-93 of Amendment No. 3 in response thereto.

The Company respectfully advises the Staff that although
the DHC special committee was aware of negative changes in the operating environment for its senior living communities that resulted in
downward adjustments to DHC’s financial projections relative to the DHC May 2022 projections, the DHC special committee believed
it was appropriate to request the preparation of projections with assumptions for the performance of the senior living communities in
years four (2026) and five (2027) that were less conservative than those assumptions set forth in the DHC January 2023 projections
but that were still more conservative than those set forth in the May 2022 projections. The Company also respectfully advises the
Staff that the DHC special committee did not view the RMR termination fee under DHC’s management agreements as relevant to the projections
or the DHC special committee’s request to revise the projections because the projections relate to the performance of DHC as a stand-alone
company and the RMR termination fee would be payable only by a third party in a change of control transaction.

July 6, 2023

Page 5

8. Please provide additional context around the need for the sensitivity cases for the DHC projections that were prepared between
January 27 and February 3. Explain the significance of the difference between net operating income of SHOP communities managed
by AlerisLife versus all SHOP communities of DHC. Also, please explain the significance of the AlerisLife acquisition and related transactions
to DHC as discussed at the DHC special committee meeting on February 3. Finally, please revise your disclosure to clarify who prepared
the ultimate projections that were considered using those sensitivity analyses, and if such analyses resulted in multiple sets of projections
being given to or used by the DHC special committee and/or the OPI special committee or their advisors, please explain the rationale for
this and include these in the applicable subsections for the unaudited prospective financial information, or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and
has revised the disclosure on pages 93-94 of Amendment No. 3 in response thereto.

The Company respectfully advises the Staff that the
AlerisLife transaction did not have any effect on the DHC financial projections because the AlerisLife transaction did not impact the
operations at the DHC senior living communities managed by AlerisLife or the cash flows projected to be generated from those assets. For
these reasons, the AlerisLife transaction was also not considered by the DHC special committee or
BofA Securities to be material to DHC or the potential transaction with the Company. The Company also
respectfully advises the Staff that, for purposes of the net asset value analysis prepared by BofA
Securities, BofA Securities reflected DHC’s equity interest in AlerisLife at the purchase price paid to DHC in the AlerisLife
transaction. However, (i) the financial impact of the treatment of DHC’s equity interest in AlerisLife was not considered to
be material to the net asset value analysis and (ii) the net asset value analysis was
not prepared for or considered part of BofA Securities’ financial analyses with respect to its opinion, but was referenced
for informational purposes only.

The Company further respectfully advises
the Staff that the sensitivity analyses prepared by BofA Securities or DHC management, as applicable, between January 27 and February
3, 2023 were prepared to illustrate for the DHC special committee the potential impacts of uncertain future events to inform the DHC special
committee’s determination of the appropriate set of projections regarding the future performance of DHC. These cases did not represent
revised or separate sets of projections and were not adopted or relied upon by the DHC special committee, the DHC board of trustees or
BofA Securities or provided to the Company or J.P. Morgan. As disclosed on page 99 of Amendment No. 3, the final projections, which are
defined as the “DHC financial projections” in the joint proxy statement/prospectus and represent the DHC February 2023 projections
as updated for discrete, immaterial changes on March 10, 2023, were prepared by DHC management following the process outlined on pages
88-89 of Amendment No. 3. The Company respectfully directs the Staff to its response to comment 15 set forth below for further information
regarding the DHC financial projections disclosed in the section of the joint proxy statement/prospectus entitled “Unaudited Prospective
Financial Information of DHC.”

July 6, 2023

Page 6

9. Please clarify why DHC’s compensation committee considered and then determined n