SELECT INCOME REIT (NASDAQ:SIR) Files An 8-K Other Events
Item 8.01. Other Events.
On May10, 2017, Select Income REIT, or the Company, agreed to
sell $350,000,000 aggregate principal amount of its 4.250% Senior
Notes due 2024, or the Notes, in an underwritten public offering.
The Notes are expected to be issued on or about May15, 2017, and
will be issued under the Companys indenture dated as of February
3, 2015, as supplemented by a supplemental indenture to be dated
as of May 15, 2017, between the Company and U.S. Bank National
Association. The Notes will be senior unsecured obligations of
the Company. The Notes will have certain restrictive financial
and operating covenants, including covenants that restrict the
Companys ability to incur debts, including debts secured by
mortgages on the Companys properties, in excess of calculated
amounts, and require the Company to maintain various financial
The Company intends to use the estimated $342.4 million of net
proceeds after discounts and expenses from this offering to repay
amounts outstanding under the Companys unsecured revolving credit
facility and for general business purposes. Pending such
application, the Company may invest the net proceeds in short
term investments, some or all of which may not be investment
A prospectus supplement relating to the Notes was 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.
The brief descriptions of the covenants applicable to the Notes
are qualified in their entirety by reference to such covenants as
they appear in the supplemental indenture for the Notes, the form
of which is filed as Exhibit4.1 to this Current Report on
Form8-K, or in the related indenture, a copy of which is filed as
Exhibit4.1 to the Companys Current Report on Form8-K filed on
February3, 2015, each of which is incorporated herein by
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS CURRENT REPORT ON FORM8-K CONTAINS STATEMENTS WHICH
CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORMACT OF 1995 AND OTHER
SECURITIES LAWS. 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.
THE COMPANY EXPECTS TO ISSUE AND DELIVER THE NOTES ON OR
ABOUT MAY15, 2017. IN FACT, THE ISSUANCE AND DELIVERY OF THE
NOTES 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 MAYBE DELAYED OR MAYNOT BE
THE COMPANYS CURRENT INTENT TO USE THE NET PROCEEDS FROM
THIS OFFERING OF THE NOTES TO REPAY AMOUNTS OUTSTANDING UNDER ITS
UNSECURED REVOLVING CREDIT FACILITY AND FOR GENERAL BUSINESS
PURPOSES IS DEPENDENT ON THE CLOSING OF THIS OFFERING AND MAYNOT
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON THE COMPANYS
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.
Underwriting Agreement, dated as of May10, 2017, between
Formof Second Supplemental Indenture between the Company
Opinion of Sullivan Worcester LLP.
Opinion of Saul Ewing LLP.
Opinion of Sullivan Worcester LLP re: tax matters.
Consent of Sullivan Worcester LLP (contained in Exhibits
Consent of Saul Ewing LLP (contained in Exhibit5.2).
About SELECT INCOME REIT (NASDAQ:SIR)
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. SELECT INCOME REIT (NASDAQ:SIR) Recent Trading Information
SELECT INCOME REIT (NASDAQ:SIR) closed its last trading session down -0.03 at 23.84 with 308,873 shares trading hands.