GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On June28, 2017, the Company filed Articles of Amendment to its
Amended and Restated Declaration of Trust to increase the number
of authorized shares of beneficial interest from 100,000,000 to
150,000,000. All of the Companys authorized shares are currently
classified as common shares, $.01 par value per share.
Item 8.01. Other Events.
On June28, 2017, the Company priced an underwritten public
offering of 25,000,000 common shares. The Company expects to
issue and deliver these common shares on or about July5, 2017.
The public offering price was $18.50 per share. The Company
expects to use the $442.3 million of net proceeds from this
offering (after deducting estimated offering expenses and
underwriters discounts) to fund, in part, its acquisition of
First Potomac Realty Trust, a Maryland real estate investment
trust, or FPO, and its operating partnership, or the Transaction.
Pending the consummation of the Transaction and the use of
proceeds described above, the Company may repay amounts
outstanding under its revolving credit facility or invest the net
proceeds from this offering in short term investments consistent
with the Companys intention to maintain its qualification for
taxation as a real estate investment trust. The underwriters may
also purchase up to an additional 3,750,000 common shares from
the Company, at the public offering price, less the underwriting
discount, within 30 days from the date of the applicable
prospectus supplement.
A prospectus supplement relating to these common shares will be
filed with the Securities and Exchange Commission, or the SEC.
This Current Report on Form8-K shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or jurisdiction.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM8-K CONTAINS STATEMENTS THAT
CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORMACT OF 1995 AND OTHER
SECURITIES LAWS. ALSO, WHENEVER THE COMPANY USES WORDS SUCH AS
BELIEVE, EXPECT, ANTICIPATE, INTEND, PLAN, ESTIMATE, WILL, MAY
AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, THE
COMPANY IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD
LOOKING STATEMENTS ARE BASED UPON THE COMPANYS PRESENT INTENT,
BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT
GUARANTEED TO OCCUR AND MAYNOT OCCUR. ACTUAL RESULTS MAYDIFFER
MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THE COMPANYS
FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR
EXAMPLE:
THIS CURRENT REPORT ON FORM8-K STATES THAT THE COMPANY
EXPECTS TO USE THE NET PROCEEDS FROM THIS OFFERING TO FUND,IN
PART, THE TRANSACTION. THE TRANSACTION IS SUBJECT TO
CUSTOMARY CONDITIONS AND
CONTINGENCIES,INCLUDING APPROVAL BY THE HOLDERS OF A MAJORITY OF
THE OUTSTANDING FPO COMMON SHARES. THE COMPANY CANNOT BE SURE
THAT SUCH CONDITIONS AND CONTINGENCIES WILL BE SATISFIED. IN THE
EVENT THE FPO ACQUISITION IS NOT CONSUMMATED, THE COMPANY EXPECTS
TO USE THE NET PROCEEDS FROM THIS OFFERING TO REPAY AMOUNTS
OUTSTANDING UNDER ITS REVOLVING CREDIT FACILITY AND FOR GENERAL
BUSINESS PURPOSES.
THE ISSUANCE AND DELIVERY OF THESE COMMON SHARES IS
SUBJECT TO VARIOUS CONDITIONS AND CONTINGENCIES AS ARE CUSTOMARY
IN UNDERWRITING AGREEMENTS IN THE UNITED STATES. IF THESE
CONDITIONS
ARE NOT SATISFIED OR THE SPECIFIED CONTINGENCIES DO NOT
OCCUR, THIS OFFERING MAYNOT BE COMPLETED.
AN IMPLICATION OF THE STATEMENT THAT THE UNDERWRITERS
HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL
3,750,000 COMMON SHARES MAYBE THAT THIS OPTION MAYBE EXERCISED
IN WHOLE OR IN PART. IN FACT, THE COMPANY DOES NOT KNOW WHETHER
THE UNDERWRITERS WILL EXERCISE THIS OPTION, OR ANY PARTOF
IT.
THE INFORMATION CONTAINED IN THE COMPANYS FILINGS WITH
THE SEC,INCLUDING UNDER THE CAPTION RISK FACTORS ITS ANNUAL
REPORT,IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE THE
COMPANYS ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED
IN OR IMPLIED BY ITS FORWARD LOOKING STATEMENTS. THE COMPANYS
FILINGS WITH THE SEC ARE AVAILABLE ON THE SECS WEBSITE AT
WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD
LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, THE COMPANY DOES NOT INTEND
TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT
OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits |
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1.1 |
Underwriting Agreement, dated as of June28, 2017, between |
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3.1 |
Articles of Amendment dated June28, 2017. |
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5.1 |
Opinion of Venable LLP. |
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8.1 |
Opinion of Sullivan Worcester LLP as to tax matters. |
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23.1 |
Consent of Venable LLP (contained in Exhibit5.1). |
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23.2 |
Consent of Sullivan Worcester LLP (contained in |
GOVERNMENT PROPERTIES INCOME TRUST ExhibitEX-1.1 2 a17-15936_1ex1d1.htm EX-1.1 Exhibit 1.1 Execution Copy GOVERNMENT PROPERTIES INCOME TRUST (a Maryland real estate investment trust) 25,…To view the full exhibit click here About GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV)
Government Properties Income Trust is a real estate investment trust (REIT). The Company operates in two segments: ownership of properties that are primarily leased to Government tenants and its equity method investment in Select Income REIT (SIR). The Company’s properties are located in Alabama, Arizona, California, Colorado, Florida, Georgia, Idaho, Kansas, Kentucky, Minnesota, Massachusetts, Missouri, New Jersey, New York, New Mexico, Oregon, South Carolina, Texas, Vermont, Washington West Virginia and Wyoming, among others. The Company owns approximately 70 properties located in over 30 states and the District of Columbia containing approximately 10.7 million rentable square feet. Approximately 50 of those properties with over 7.3 million rentable square feet, are primarily leased to the United States Government, and approximately 20 of those properties, with approximately 2.6 million rentable square feet, are primarily leased to over 10 state Governments.
