FIRST POTOMAC REALTY TRUST (NYSE:FPO) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure
On August10, 2017, First Potomac Realty Trust (the “Company”) issued a press release announcing that on September26, 2017 it will hold a special meeting of shareholders in connection with the previously announced merger to the Agreement and Plan of Merger, dated June27, 2017, by and among the Company, First Potomac Realty Investment Limited Partnership, Government Properties Income Trust (“GOV”), GOV NEW OPPTY REIT and GOV NEW OPPTY LP.
Shareholders are entitled to vote at the special meeting if they owned common shares of the Company as of the close of business on August21, 2017, the record date for the special meeting.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement, which proxy statement will be mailed or otherwise disseminated to the Company’s shareholders when it becomes available. The Company also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.You may obtain a free copy of the proxy statement (if and when it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the Company will be available free of charge on its website at www.first-potomac.com, or by directing a written request to First Potomac Realty Trust, 7600 Wisconsin Avenue, 11th Floor, Bethesda, MD 20814, Attention: Investor Relations.
The Company and its trustees and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger transaction. You can find information about the Company’s trustees and executive officers in the Company’s definitive proxy statement filed with the SEC on April6, 2017 in connection with its 2017 Annual Meeting of Shareholders. Additional information regarding the interests of such potential participants will be included in the proxy statement and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from the Company using the sources indicated above.
Forward-Looking Statements
The forward-looking statements contained in this press release, including statements regarding the proposed merger transaction and the timing of such transaction, are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements contained herein are based on reasonable assumptions, there can be no assurance that our expectations will be achieved. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or other similar expressions. Such statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results of the Company to differ materially from future results, performance or achievements projected or contemplated in the forward-looking statements. Certain factors include, among others, the ability of the Company to obtain the required shareholder approval to consummate the proposed merger transaction; the satisfaction or waiver of other conditions in the merger agreement; the Company’s or GOV’s ability to consummate the proposed merger transaction; the outcome of the current and any future legal proceedings that have or may be instituted against the Company and others related to the merger agreement; the possibility that the anticipated benefits and synergies from the proposed transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of the Company’s and GOV’s operations will be greater than expected; operating costs and business disruption may be greater than expected; the ability of
the Company, GOV, or the combined company to retain and hire key personnel and maintain relationships with providers or other business partners pending the consummation of the transaction; changes in general or regional economic conditions; and the impact of legislative, regulatory and competitive changes and other risk factors detailed in the Company’s Annual Report on Form 10-K and described from time to time in the Company’s filings with the SEC.
The risks set forth above are not exhaustive. Many of these factors are beyond the Company’s ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. The Company does not intend to, and expressly disclaims any duty to, update or revise the forward-looking statements in this discussion to reflect changes in underlying assumptions or factors, new information, future events or otherwise, after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should not rely upon these forward-looking statements after the date of this communication and should keep in mind that any forward-looking statement made in this discussion, or elsewhere, might not occur.
Item 7.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
| 99.1 | Press Release of First Potomac Realty Trust dated August 10, 2017. |
FIRST POTOMAC REALTY TRUST ExhibitEX-99.1 2 d433125dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 First Potomac Realty Trust Announces Special Meeting of Shareholders to Vote on Merger with Government Properties Income Trust BETHESDA,…To view the full exhibit click here
About FIRST POTOMAC REALTY TRUST (NYSE:FPO)
First Potomac Realty Trust is engaged in the ownership, management, development and redevelopment of office and business park properties in the greater Washington, D.C. region. The Company’s segments include Washington, D.C., Maryland, Northern Virginia and Southern Virginia. It conducts its business through First Potomac Realty Investment Limited Partnership, the Company’s operating partnership (the Operating Partnership). The Company is the sole general partner of, and owns the preferred interest and approximately 95.7% of the common interest in the Operating Partnership. The Company’s portfolio consist a mix of single-tenant and multi-tenant office properties and business parks. The office properties are single-story and multi-story buildings that are primarily for office uses, and business parks consists of buildings with office features combined with some industrial property space. It also owns land that can support approximately 1.3 million square feet of additional development.