The Combined Company, "Office Properties Income Trust”, will Begin
Trading on the Nasdaq under the Ticker Symbol "OPI" on January 2
nd
Announces a Change to the Comparative Index for its Business
Management Agreement
NEWTON, Mass.--(BUSINESS WIRE)--
Government Properties Income Trust (Nasdaq: GOV) today announced that it
has completed its merger with Select Income REIT (Nasdaq: SIR).
After the effective time of the merger, the combined company changed its
name to "Office Properties Income Trust” and effected a 1-for-4 reverse
split of its outstanding common shares such that every four common
shares of the combined company will be converted into one common share
of the combined company. The company will begin trading on the Nasdaq on
a split adjusted basis under the ticker symbol “OPI” on January 2, 2019.
GOV also announced that it amended its business management agreement
with its manager, The RMR Group LLC, the majority owned operating
subsidiary of The RMR Group Inc. (Nasdaq: RMR), which the Compensation
Committee of GOV’s Board of Trustees approved. Pursuant to the
amendment, for periods beginning on and after January 1, 2019, the
business management agreement will use the SNL U.S. Office REIT Index,
rather than the SNL U.S. REIT Equity Index, to calculate the benchmark
return per share for purposes of determining the incentive management
fee, if any, payable to The RMR Group LLC. Measurement periods prior to
January 1, 2019 will continue to use the SNL U.S. REIT Equity Index.
Please see GOV’s Annual Report on Form 10-K for its fiscal year ended
December 31, 2017, for additional detail on the incentive management fee.
David Blackman, President and Chief Executive Officer of GOV made the
following statement about today’s announcement:
“We believe the successful completion of this merger results in OPI
becoming a leading national office REIT with increased scale, enhanced
tenant and geographic diversification, a well laddered lease expiration
schedule, a broader investment strategy and one of the highest
percentages of rent paid by investment grade rated tenants in the public
office sector. We look forward to advancing OPI’s investment strategy of
owning buildings leased to single tenants and those with high credit
quality characteristics like government entities.”
“Also, as we move forward, based on feedback received from the
investment community, management believes, and the Compensation
Committee of the Board of Trustees agreed, that the SNL U.S. Office REIT
Index is a more appropriate benchmark comparison for OPI in calculating
the incentive management fee.”
Government Properties Income Trust is a real estate investment trust, or
REIT, which primarily owns properties located throughout the United
States that are majority leased to government tenants and office
properties in the metropolitan Washington, D.C. market area that are
leased to government and private sector tenants. GOV is managed by the
operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative
asset management company that is headquartered in Newton, MA.
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.
-
THIS NEWS RELEASE CITES SEVERAL EXPECTED BENEFITS OF THE GOV-SIR
MERGER THAT ARE EXPECTED TO MANIFEST THEMSELVES IN OPI, INCLUDING
INCREASED SCALE, ENHANCED TENANT AND GEOGRAPHIC DIVERSIFICATION, A
WELL LADDERED LEASE EXPIRATION SCHEDULE, A BROADER INVESTMENT STRATEGY
AND A PUBLIC REIT WITH ONE OF THE HIGHEST PERCENTAGES OF RENT PAID BY
INVESTMENT GRADE RATED TENANTS IN THE OFFICE SECTOR. THERE CAN BE NO
ASSURANCE THAT THESE CHARACTERISTICS WILL BE MET OR SUSTAINED IN THE
FUTURE.
THE INFORMATION CONTAINED IN GOV’S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS”
IN GOV’S PERIODIC REPORTS, OR INCORPORATED BY REFERENCE
THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE GOV’S
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY
GOV’S FORWARD LOOKING STATEMENTS. GOV’S FILINGS WITH THE SEC ARE
AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.
EXCEPT AS REQUIRED BY LAW, GOV DOES NOT INTEND TO UPDATE OR CHANGE ANY
FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.
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:
https://www.businesswire.com/news/home/20181231005141/en/
Brad Shepherd, Director, Investor Relations
(617) 796-8234
Source: Government Properties Income Trust