NEWTON, Mass.--(BUSINESS WIRE)--
Government Properties Income Trust (Nasdaq:GOV) today announced that it
has commenced a public offering of 25,000,000 of its common shares. GOV
expects to use the net proceeds from this offering to fund, in part, its
previously announced acquisition of First Potomac Realty Trust, or FPO.
Pending the consummation of the FPO acquisition and the use of proceeds
described above GOV may repay amounts outstanding under its unsecured
revolving credit facility or invest the net proceeds from this offering
in short term investments consistent with its intention to maintain its
qualification for taxation as a REIT. It is contemplated that the
underwriters will also be granted a 30-day option to purchase up to an
additional 3,750,000 common shares.
The joint bookrunning managers for this offering are Citigroup, BofA
Merrill Lynch, Morgan Stanley and UBS Investment Bank.
This press release is neither an offer to sell nor a solicitation of an
offer to buy shares, nor shall there be any sale of these securities in
any state or jurisdiction in which the offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. The preliminary prospectus
supplement relating to this offering and related prospectus are expected
to be filed with the Securities and Exchange Commission (SEC) and copies
can be obtained by contacting the offices of: Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
calling (800) 831-9146; BofA Merrill Lynch, Attention: Prospectus
Department, NC1-004-03-43, 200 North College Street,
3rd Floor, Charlotte, NC 28255-0001, email: dg.prospectus_requests@baml.com;
Morgan Stanley, Attention: Prospectus Department, 180 Varick Street,
2nd Floor, New York, NY 10014; or UBS Securities LLC, Attention:
Prospectus Department, 1285 Avenue of the Americas, New York, NY, 10019
or by calling (888) 827-7275.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER GOV USES
WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”,
“ESTIMATE”, “WILL”, “MAY”, AND NEGATIVES OR DERIVATIVES OF THESE OR
SIMILAR EXPRESSIONS, GOV IS MAKING FORWARD LOOKING STATEMENTS. THESE
FORWARD LOOKING STATEMENTS ARE BASED UPON GOV’S PRESENT INTENT, BELIEFS
OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO
OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTAINED IN OR IMPLIED BY GOV’S FORWARD LOOKING STATEMENTS AS A RESULT
OF VARIOUS FACTORS. FOR EXAMPLE:
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ALTHOUGH THIS PRESS RELEASE REFERS TO AN OFFERING OF 25,000,000 COMMON
SHARES, GREATER OR LESS THAN 25,000,000 COMMON SHARES MAY BE SOLD OR
THIS OFFERING MAY BE WITHDRAWN.
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IF GOV AGREES TO SELL COMMON SHARES IN THIS OFFERING, THE CLOSING OF
THIS OFFERING WILL BE 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 MAY BE DELAYED OR MAY NOT BE COMPLETED.
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THIS PRESS RELEASE STATES THAT GOV CONTEMPLATES THAT THE UNDERWRITERS
WILL BE GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 3,750,000
COMMON SHARES. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS
OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, GOV DOES NOT
KNOW WHETHER THE UNDERWRITERS WOULD EXERCISE THIS OPTION, OR ANY PART
OF IT.
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THIS PRESS RELEASE STATES THAT GOV EXPECTS TO USE THE NET PROCEEDS
FROM THIS OFFERING TO FUND, IN PART, ITS ACQUISITION OF FPO. THIS
ACQUISITION IS SUBJECT TO CUSTOMARY CONDITIONS AND CONTINGENCIES,
INCLUDING APPROVAL BY THE HOLDERS OF AT LEAST A MAJORITY OF THE
OUTSTANDING FPO COMMON SHARES. GOV CANNOT BE SURE THAT SUCH CONDITIONS
AND CONTINGENCIES WILL BE SATISFIED. IN THE EVENT THE FPO ACQUISITION
IS NOT CONSUMMATED, GOV EXPECTS TO USE THE NET PROCEEDS TO REPAY
AMOUNTS OUTSTANDING UNDER ITS UNSECURED REVOLVING CREDIT FACILITY AND
FOR GENERAL BUSINESS PURPOSES.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
A Maryland Real Estate Investment Trust with transferable shares of
beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act
or obligation of the Trust.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170628005438/en/
Source: Government Properties Income Trust