Government Properties Income Trust Announces Proposed Public Offering of 25,000,000 Common Shares
June 28 2017 - 5:01AM
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:
- 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.
- 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.
- 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.
- 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170628005438/en/
Government Properties Income TrustChristopher Ranjitkar,
617-219-1410Director, Investor Relations
Government Properties Income (NASDAQ:GOV)
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