GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Other Events

ME Staff 8-k
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GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Other Events
Item 8.01. Other Events.

On July17, 2017, the Company agreed to sell $300,000,000 aggregate principal amount of its 4.000% Senior Notes due 2022, or the Notes, in an underwritten public offering. The Notes are expected to be issued on or about July20, 2017, and will be issued under an indenture supplement designated as the First Supplemental Indenture to an indenture, each to be dated on or about July20, 2017, between the Company and U.S. Bank National Association. The Notes will be senior unsecured obligations of the Company. The Notes will have certain restrictive financial and operating covenants, including covenants that restrict the Company’s ability to incur debts, including debts secured by mortgages on the Company’s properties, in excess of calculated amounts, and require the Company to maintain various financial ratios.

The Company expects to use the $295.4 million of net proceeds from this offering (after deducting estimated offering expenses and underwriting discount) to finance, 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 in the previous sentence, the Company may repay future amounts outstanding under its revolving credit facility or invest the net offering proceeds in short term investments consistent with the Company’s intention to maintain its qualification for taxation as a real estate investment trust.

A prospectus supplement relating to the Notes 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.

The brief descriptions of the covenants applicable to the Notes are qualified in their entirety by reference to such covenants as they appear in the supplemental indenture for the Notes, the form of which is filed as Exhibit4.2 to this Current Report on Form8-K, or in the related indenture, the form of which is filed as Exhibit4.3 to the Company’s Registration Statement on FormS-3, filed with the SEC on July7, 2016 (File No.333-212431), which is incorporated herein by reference.

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 COMPANY’S 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 COMPANY’S 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 FINANCE,IN PART, THE TRANSACTION. THE TRANSACTION IS SUBJECT TO CUSTOMARY CONDITIONS,INCLUDING APPROVAL BY THE HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING FPO COMMON SHARES. THE COMPANY CANNOT BE SURE THAT SUCH CONDITIONS WILL BE SATISFIED. IF THE TRANSACTION IS NOT COMPLETED ON OR PRIOR TO DECEMBER 31, 2017 OR THE FPO MERGER AGREEMENT IS TERMINATED ON OR AT ANY TIME PRIOR TO THAT DATE, THE COMPANY WILL BE REQUIRED TO REDEEM ANY NOTES THEN OUTSTANDING AT 101% OF THE PRINCIPAL AMOUNT THEREOF PLUS ACCRUED AND UNPAID INTEREST.

· THE ISSUANCE AND DELIVERY OF THE NOTES 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 MAY BE DELAYED OR MAYNOT BE COMPLETED.

· THE COMPANY’S CURRENT INTENT TO REPAY FUTURE AMOUNTS OUTSTANDING UNDER ITS REVOLVING CREDIT FACILITY WITH THE NET PROCEEDS FROM THIS OFFERING (PENDING THE CONSUMMATION OF THE TRANSACTION) IS DEPENDENT ON THE COMPLETION OF THIS OFFERING AND MAYNOT OCCUR.

THE INFORMATION CONTAINED IN THE COMPANY’S FILINGS WITH THE SEC,INCLUDING UNDER THE CAPTION “RISK FACTORS” IN ITS ANNUAL REPORT, IN ITS PROSPECTUS SUPPLEMENT DATED JULY 17, 2017 AND IN ITS CURRENT REPORT ON FORM 8-K DATED JUNE 27, 2017,IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY ITS FORWARD LOOKING STATEMENTS. THE COMPANY’S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S 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.

(d)

Exhibits

1.1

Underwriting Agreement, dated as of July17, 2017, between the Company and the underwriters named therein, pertaining to $300,000,000 in aggregate principal amount of the Company’s 4.000% Senior Notes due 2022. (Filed herewith.)

4.1

Formof Senior Indenture between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Registration Statement on FormS-3, filed with the SEC on July7, 2016, File No.333-212431.)

4.2

Formof First Supplemental Indenture between the Company and U.S. Bank National Association, including the form of the Company’s 4.000% Senior Notes due 2022. (Filed herewith.)

5.1

Opinion of Sullivan& Worcester LLP. (Filed herewith.)

5.2

Opinion of Venable LLP. (Filed herewith.)

8.1

Opinion of Sullivan& Worcester LLP as to tax matters. (Filed herewith.)

23.1

Consent of Sullivan& Worcester LLP (contained in Exhibits 5.1 and8.1).

23.2

Consent of Venable LLP (contained in Exhibit5.2).


GOVERNMENT PROPERTIES INCOME TRUST Exhibit
EX-1.1 2 a17-17979_4ex1d1.htm EX-1.1 Exhibit 1.1   Execution Copy         GOVERNMENT PROPERTIES INCOME TRUST (a Maryland real estate investment trust)   $300,…
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.