GOVERNMENT PROPERTIES INCOME TRUST (NASDAQ:GOV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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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.

(d)

Exhibits

1.1

Underwriting Agreement, dated as of June28, 2017, between the Company and the underwriters named therein, pertaining to the issuance and sale of up to 28,750,000 of the Companys common shares of beneficial interest.

3.1

Articles of Amendment dated June28, 2017.

5.1

Opinion of Venable LLP.

8.1

Opinion of Sullivan Worcester LLP as to tax matters.

23.1

Consent of Venable LLP (contained in Exhibit5.1).

23.2

Consent of Sullivan Worcester LLP (contained in Exhibit8.1).




GOVERNMENT PROPERTIES INCOME TRUST Exhibit
EX-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.