Attached files
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8-K - 8-K - OFFICE PROPERTIES INCOME TRUST | a15-5658_18k.htm |
EX-10.1 - EX-10.1 - OFFICE PROPERTIES INCOME TRUST | a15-5658_1ex10d1.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contact: |
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Jason Fredette, Director, Investor Relations |
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(617) 219-1410 |
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www.govreit.com |
Government Properties Income Trust Increases Investment
in Select Income REIT
Newton, MA (March 2, 2015): Government Properties Income Trust (NYSE: GOV) today announced that it has entered an agreement to purchase 3,418,421 common shares of Select Income REIT (NYSE: SIR) from a fund affiliated with Lakewood Capital Management, LP (Lakewood). The purchase price is approximately $95.2 million, or $27.85 per share. As a result of this purchase, GOVs ownership of SIR will increase from approximately 24.3% to approximately 28.2% of the total common shares of SIR.
Both GOV and SIR are managed by Reit Management & Research LLC (RMR), and the principals of RMR have also entered agreements to purchase 195,212 common shares of SIR from Lakewood as well as approximately 4,860 common shares of SIR from William H. Lenehan, who Lakewood had proposed as a nominee for SIRs Board of Trustees. The purchase price for the shares to be acquired by RMRs principals is $27.85 per share.
GOV made the following statement regarding todays announcement:
GOV views this investment as a unique opportunity to purchase a large block of SIR shares at a reasonable premium to the trading price. GOV believes that its continuing ownership of a significant stake in SIR will provide security and increasing cash flows to support GOVs dividends. GOV believes that SIRs recently completed acquisition of Cole Corporate Income Trust and SIRs announced intention to increase its distribution rate further justifies this increased commitment to SIR. Also, GOV believes that this investment and the simultaneous acquisition of additional SIR shares by RMRs principals may allow SIR to continue with its business plans without the distraction which may have been caused by a potential proxy contest.
GOVs purchase of the SIR shares from Lakewood will be funded using cash on hand and drawings under GOVs unsecured revolving credit facility. In connection with the transactions described above, Lakewood withdrew its nomination of Mr. Lenehan for election to SIRs Board of Trustees, and Lakewood and persons affiliated with it, including Mr. Lenehan, entered 50 year agreements not to engage in certain activities affecting SIR, GOV and their affiliates.
Citigroup acted as financial advisor to the Special Committee of GOVs Board of Trustees composed of Independent Trustees of GOV who are not also trustees of SIR.
Government Properties Income Trust is a real estate investment trust, or REIT, which primarily owns properties leased to the U.S. Government and state governments located throughout the United States. GOV 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, OR SIMILAR EXPRESSIONS, GOV IS MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON GOVS PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. GOVS ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY THESE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:
· THIS PRESS RELEASE DESCRIBES TRANSACTIONS BY WHICH GOV AND THE PRINCIPALS OF RMR WILL ACQUIRE ADDITIONAL SIR COMMON SHARES FROM LAKEWOOD AND MR. LENEHAN. THE CLOSING OF THESE TRANSACTIONS ARE SUBJECT TO CERTAIN CLOSING CONDITIONS.
· THIS PRESS RELEASE STATES THAT GOV BELIEVES THAT ITS CONTINUING OWNERSHIP OF A SIGNIFICANT STAKE IN SIR WILL PROVIDE SECURITY AND INCREASING CASH FLOWS TO SUPPORT GOVS DIVIDEND. THE IMPLICATIONS OF THIS STATEMENT MAY BE THAT SIRS DISTRIBUTION RATE WILL INCREASE AND THAT GOVS DIVIDENDS MAY REMAIN UNCHANGED OR INCREASE. IN FACT, THE SIR BOARD OF TRUSTEES DETERMINES SIRS DISTRIBUTION RATE AND DECLARES DISTRIBUTIONS IN ITS DISCRETION AND THE GOV BOARD OF TRUSTEES DETERMINES GOVS DISTRIBUTION RATE AND DECLARES DISTRIBUTIONS IN ITS DISCRETION. THE CASH FLOWS WHICH GOV RECEIVES FROM SIR ARE A MINORITY OF GOVS TOTAL CASH FLOWS. A LARGE MAJORITY OF GOVS CASH FLOWS ARE FROM RENTS RECEIVED FROM GOVERNMENT TENANTS. CURRENT GOVERNMENT LEASING POLICIES AND FISCAL CONSTRAINTS ARE MAKING IT HARDER TO RETAIN GOVERNMENT TENANTS. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT EITHER SIRS DISTRIBUTION RATE OR GOVS DISTRIBUTION RATE WILL INCREASE. IN FACT, GOVS DIVIDEND MAY NOT BE MAINTAINED AND IT MAY DECLINE IN THE FUTURE.
THE INFORMATION CONTAINED IN GOVS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER RISK FACTORS IN GOVS PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE GOVS ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN ITS FORWARD LOOKING STATEMENTS. GOVS FILINGS WITH THE SEC ARE AVAILABLE ON THE SECS WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON GOVS 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.
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