SELECT INCOME REIT (NASDAQ:SIR) Files An 8-K Completion of Acquisition or Disposition of Assets

SELECT INCOME REIT (NASDAQ:SIR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

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On December27, 2018, we paid our previously announced pro rata distribution of the 45,000,000 common shares of beneficial interest of Industrial Logistics Properties Trust, or ILPT common shares, we owned to holders of our common shares of beneficial interest, or our common shares, as of the close of business on the record date of December20, 2018, or the Distribution. Based on the number of our common shares outstanding as of the record date, holders of our common shares received in the Distribution 0.502509 of an ILPT common share for each of our common shares that they owned at the close of business on the record date, subject to the receipt of cash in lieu of any fractional shares.

ILPT was formed under Maryland law in 2017 as our wholly owned subsidiary. On January17, 2018,ILPT completed an initial public offering of 20,000,000 ILPT common shares. Upon the completion of the initial public offering, we continued to own 45,000,000 ILPT common shares, representing approximately 69.2% of the outstanding ILPT common shares. Following the Distribution, we no longer own any ILPT common shares.

The Distribution was contemplated by our agreement to merge, or the Merger, with and into a wholly owned subsidiary of Government Properties Income Trust, or GOV, to the Agreement and Plan of Merger, dated September14, 2018. Prior to our payment of the Distribution, we and GOV confirmed the satisfaction of conditions to the closing of the Merger and our intention to close the Merger, effective on December31, 2018.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated balance sheet as of September30, 2018 and unaudited pro forma condensed consolidated statements of income for the year ended December31, 2017 and the nine months ended September30, 2018, giving effect to the Merger and the Distribution and the notes related thereto, contained in the joint proxy statement/prospectus we filed with the Securities and Exchange Commission, or SEC, on November16, 2018, are incorporated by reference as Exhibit99.1 to this Current Report on Form8-K. These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of our expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in our and GOV’s portfolio of investments, our and GOV’s capital structure, our and GOV’s property level operating expenses and revenues, including rents expected to be received on our and GOV’s existing leases or leases we or GOV may enter into during and after 2018, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in the unaudited pro forma condensed consolidated financial statements and such differences could be significant.

(d) Exhibits


Select Income REIT is a real estate investment trust. The Company primarily owns single tenant, net leased properties. The Company’s segment is the ownership of properties that include buildings and leased industrial lands that are primarily net leased to single tenants. The Company owns approximately 120 properties with over 44.7 million rentable square feet. The Company’s properties include approximately 110 office and industrial properties with over 26.9 million square feet located in approximately 30 states across the mainland United States (Mainland Properties), and over 10 properties located on the island of Oahu, Hawaii (Hawaii Properties), with approximately 17.8 million rentable square feet that are primarily leased to industrial and commercial tenants. The Company’s properties’ locations include Alabama, Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Maryland, Michigan, Kansas, Nevada, New Jersey, Ohio, Oklahoma, Texas and Utah.

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