Attached files
file | filename |
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EX-5.1 - EX-5.1 - FIRST POTOMAC REALTY TRUST | w77776exv5w1.htm |
EX-8.1 - EX-8.1 - FIRST POTOMAC REALTY TRUST | w77776exv8w1.htm |
EX-1.1 - EX-1.1 - FIRST POTOMAC REALTY TRUST | w77776exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 or 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 2010
FIRST POTOMAC REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland | 001-31824 | 37-1470730 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
7600 Wisconsin Avenue
Bethesda, Maryland 20814
Bethesda, Maryland 20814
(Address of principal executive offices)
(301) 986-9200
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 16, 2010, First Potomac Realty Trust (the Company) entered into an Underwriting
Agreement (the Underwriting Agreement), by and among the Company, First Potomac Realty Investment
Limited Partnership, a Delaware limited partnership and the Companys operating partnership (the
Operating Partnership), and KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters named on Schedule A thereto (collectively, the
Underwriters), pursuant to which the Company agreed to offer and sell 5,500,000 common shares of
beneficial interest, $0.001 par value per share, of the Company (the Common Shares). The closing
of this offering is expected to occur on or about March 22, 2010. Pursuant to the terms of the
Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an
additional 825,000 Common Shares to cover overallotments. The Company estimates that the net
proceeds from this offering, before offering expenses, will be approximately $76.2 million or
approximately $87.6 million if the Underwriters overallotment option is exercised in full. The
Company intends to contribute the net proceeds from this offering to the Operating Partnership in
exchange for additional Operating Partnership units, and the Operating Partnership intends to use
the net proceeds to pay down a portion of the balance outstanding under the Companys unsecured
revolving credit facility (the Credit Facility) and for general corporate purposes.
The Company made certain customary representations, warranties and covenants concerning the
Company and the registration statement in the Underwriting Agreement and also agreed to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated herein by reference. The descriptions of the material terms of
the Underwriting Agreement in this Item 1.01 are qualified in their entirety by reference to
Exhibit 1.1.
Affiliates of KeyBanc Capital Markets Inc., Wells Fargo Securities, LLC and BMO Capital
Markets Corp., certain of the Underwriters in this offering, are lenders under the Credit Facility
and may therefore receive a portion of the net proceeds from this offering through the partial
repayment of indebtedness under the Credit Facility. Affiliates of KeyBanc Capital Markets Inc.,
Wells Fargo Securities, LLC and BMO Capital Markets Corp. also act as agents in connection with the
Credit Facility and have received and will continue to receive customary compensation in connection
with the Credit Facility.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
No. | Description | |
1.1
|
Underwriting Agreement, dated March 16, 2010, by and among the Company, First Potomac Realty Investment Limited Partnership and KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters named on Schedule A | |
5.1
|
Opinion of Hogan & Hartson LLP regarding the legality of the Common Shares | |
8.1
|
Opinion of Hogan & Hartson LLP regarding certain tax matters | |
23.1
|
Consent of Hogan & Hartson LLP (included in Exhibits 5.1 and 8.1) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST POTOMAC REALTY TRUST |
||||
Date: March 19, 2010 | /s/ Joel F. Bonder | |||
Joel F. Bonder | ||||
Executive Vice President and General Counsel | ||||
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
1.1
|
Underwriting Agreement, dated March 16, 2010, by and among the Company, First Potomac Realty Investment Limited Partnership and KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters named on Schedule A | |
5.1
|
Opinion of Hogan & Hartson LLP regarding the legality of the Common Shares | |
8.1
|
Opinion of Hogan & Hartson LLP regarding certain tax matters | |
23.1
|
Consent of Hogan & Hartson LLP (included in Exhibits 5.1 and 8.1) |