Easterly Government Properties, Inc. (NYSE:DEA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On March21, 2017, Easterly Government Properties, Inc. (the
Company) entered into an Underwriting Agreement (the
Underwriting Agreement) with Easterly Government
Properties LP (the Operating Partnership), Jefferies LLC
and Citigroup Global Markets Inc., as representatives of the
several underwriters named therein (collectively, the
Underwriters), Jefferies LLC and Citigroup Global Markets
Inc., as agent for one of its affiliates (in such capacity,
collectively, the Forward Sellers), and Jefferies LLC and
Citibank N.A. (in such capacity, collectively, the Forward
Purchasers), relating to the offer and sale from the Forward
Sellers to the Underwriters of an aggregate of 4,300,000 shares
of common stock, par value $0.01 per share, of the Company (the
Common Stock) at a public offering price per share of
$19.00 (the Offering). In addition, the Forward Sellers
have granted to the Underwriters the option to purchase from the
Forward Sellers up to an additional 645,000 shares of Common
Stock for a period of 30 days from the date of the prospectus
supplement relating to the Offering, which option was exercised
in full by the Underwriters on March22, 2017.

The Company will not initially receive any proceeds from the sale
of shares of Common Stock by the Forward Sellers. To the extent
the Company receives net proceeds upon physical settlement of the
forward sales agreements, the Company intends to use a portion of
such net proceeds to fund, in part, the previously announced
pending acquisition of a 327,614 rentable square foot U.S.
Department of Veterans Affairs Ambulatory Care Center in Loma
Linda, California, and the previously announced pending
acquisition and completion of an 86,363 rentable square foot U.S.
Department of Veterans Affairs Outpatient Clinic in Mishawaka,
Indiana. The balance of the net proceeds, if any, may be used to
repay outstanding borrowings 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 closing of the Offering, which is subject to customary
closing conditions, is expected to occur on March27, 2017. The
foregoing is a summary description of certain terms of the
Underwriting Agreement and is qualified in its entirety by the
text of the Underwriting Agreement attached as Exhibit 1.1 to
this Current Report on Form 8-K and incorporated herein by
reference.

Forward Sales Agreements

In connection with the Offering, on March21, 2017, the Company
also entered into separate forward sales agreements (the
Initial Forward Sales Agreements) with each of the Forward
Purchasers. In connection with the execution of the Initial
Forward Sales Agreements and at the Companys request, the Forward
Sellers are borrowing from third parties and selling to the
Underwriters 4,300,000 shares of Common Stock. In connection with
the exercise in full of the Underwriters option to purchase an
additional 645,000 shares of Common Stock, the Company entered
into separate additional forward sales agreements on March23,
2017 relating to the exercise of the option (the Option
Forward Sales Agreements, and together with the Initial
Forward Sales Agreements, the Forward Sales Agreements).
The Company expects to physically settle the Forward Sales
Agreements and receive proceeds, subject to certain adjustments,
from the sale of those shares of Common Stock upon one or more
such physical settlements within approximately six months from
the closing of the Offering. Although the Company expects to
settle the Forward Sales Agreements entirely by the physical
delivery of shares of Common Stock for cash proceeds, the Company
may also elect to cash or net-share settle all or a portion of
its obligations under the Forward Sales Agreements, in which
case, the Company may receive, or may owe, cash or shares of
Common Stock from or to the Forward Purchasers. The Forward Sales
Agreements provide for an initial forward price of $18.24 per
share, subject to certain adjustments to the terms of each of the
Forward Sales Agreements. The Forward Sales Agreements are
subject to early termination or settlement under certain
circumstances.

The foregoing is a summary description of certain terms of the
Forward Sales Agreements and is qualified in its entirety by the
text of the Initial Forward Sales Agreements and the Option
Forward Sales Agreements, attached as Exhibits 1.2, 1.3, 1.4 and
1.5, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.

Item9.01 Financial Statements and
Exhibits.

(d) Exhibits:

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 down -0.03 at 19.43 with 352,400 shares trading hands.