Easterly Government Properties, Inc. (NYSE:DEA) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On May 25, 2017, Easterly Government Properties LP (the Operating
Partnership), the operating partnership of Easterly Government
Properties, Inc. (the Company), issued $175 million of fixed
rate, senior unsecured notes (the Notes). The Notes are
unconditionally guaranteed by the Company and various
subsidiaries of the Operating Partnership (the Subsidiary
Guarantors). The following table sets forth the principal amount,
interest rate and maturity date of the Notes by series (dollars
in thousands):

The Notes were issued in a private placement to a purchase
agreement (the Agreement), among the Operating Partnership, the
Company and the purchasers of the Notes. Subject to the terms of
the Agreement and the Notes, upon certain events of default,
including, but not limited to, (i) a default in the payment of
any principal, make-whole amount or interest under the Notes, and
(ii) a default in the payment of certain other indebtedness of
the Operating Partnership or of the Company or of the Subsidiary
Guarantors, the principal and accrued and unpaid interest and the
make-whole amount on the outstanding Notes will become due and
payable at the option of the holders. The Agreement and Notes
also contains various covenants (including, among others,
financial covenants with respect to debt service coverage,
consolidated net worth, fixed charges and consolidated leverage
and covenants relating to liens) and if the Operating Partnership
or the Company breaches any of these covenants, the principal and
accrued and unpaid interest and the make-whole amount on the
outstanding Notes will become due and payable at the option of
the holders.

The Operating Partnership may prepay at any time all, or from
time to time any part of, the Notes, in the amount not less than
5% of the aggregate principal amount of the Notes then
outstanding at (i) 50% of the principal amount so prepaid,
together with accrued interest, and (ii) a make-whole amount that
is calculated by discounting the value of the remaining scheduled
interest payments that would otherwise be payable through the
scheduled maturity date of the applicable Notes on the principal
amount being prepaid. The Operating Partnership has the right to
make tender offers and is required to make other prepayment
offers under the terms set forth in the Agreement.

Net proceeds from the private placement of the Notes are intended
to be used to repay borrowings outstanding under the Companys
senior unsecured revolving credit facility, to fund other
potential acquisition opportunities, for general corporate
purposes, or a combination of the foregoing. The Notes have not
been and will not be registered under the Securities Act of 1933,
as amended (the Securities Act), and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities
Act.The Operating Partnership issued and sold the Notes in
reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On May 31, 2017, the Company issued a press release announcing
the issuance of the Notes. A copy of that press release is
furnished as Exhibit 99.1 to this Current Report. The information
in this Item 7.01 of this Current Report, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that Section, nor shall such information be deemed
incorporated by reference into any filing under the Securities
Act or the Exchange Act regardless of any general incorporation
language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit:

About Easterly Government Properties, Inc. (NYSE:DEA)

Easterly Government Properties, Inc. is a real estate investment trust (REIT). The Company is focused primarily on the acquisition, development and management of Class A commercial properties that are leased to the United States Government agencies, such as the Drug Enforcement Administration, Federal Bureau of Investigation, Internal Revenue Service, Patent and Trademark Office, Customs and Border Protection, U.S. Forest Service, Immigration and Customs Enforcement, and Department of Transportation. The Company owns approximately 40 properties in the United States, encompassing over 2.6 million square feet in the aggregate. The Company’s properties’ locations include Fresno, California; Arlington, Virginia; San Antonio, Texas; Omaha, Nebraska; Lakewood, Colorado; El Centro, California; Del Rio, Texas; Dallas, texas; Savannah, Georgia; San Diego, California; Sacramento, California; Martinsburg, West Virginia; Albany, New York; Miramar, Florida, and Midland, Georgia.

Easterly Government Properties, Inc. (NYSE:DEA) Recent Trading Information

Easterly Government Properties, Inc. (NYSE:DEA) closed its last trading session up +0.09 at 19.86 with 133,265 shares trading hands.