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EX-99.1 - EXHIBIT 99.1 - FIRST POTOMAC REALTY TRUSTexhibit991fpo-preferredsha.htm


UNITED STATES
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

June 6, 2016
Date of Report (Date of Earliest Event Reported)


FIRST POTOMAC REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)

 
Maryland
 
 
001-31824
 
 
37-1470730
 
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
7600 Wisconsin Avenue, 11th Floor
 
Bethesda, Maryland 20814
 
(Address of Principal Executive Offices) (Zip Code)
 
(301) 986-9200
 
(Registrant’s 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 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 l4a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 
Item 8.01.    Other Events.

As announced on December 8, 2015, the Board of Trustees of First Potomac Realty Trust (the “Company”) authorized the redemption of some or all of its 6,400,000 outstanding shares of 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) from time to time, but no earlier than January 18, 2016 and no later than December 31, 2016. On June 6, 2016, the Company announced that on July 6, 2016 (the “Redemption Date”), the Company intends to redeem the remaining 600,000 outstanding Series A Preferred Shares, at a redemption price of $25.00 per share, plus the amount equal to all accrued and unpaid dividends on each Series A Preferred Share from May 16, 2016 up to, but not including, the Redemption Date.

Dividends on the Series A Preferred Shares will cease to accrue on the Redemption Date.  Upon redemption, the Series A Preferred Shares will no longer be outstanding and all rights of the holders will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. All Series A Preferred Shares are held in book-entry form through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Upon redemption, the Series A Preferred Shares will be delisted from trading on the New York Stock Exchange on the Redemption Date.

A copy of the Company’s press release announcing the redemption of the remaining Series A Preferred Shares is filed as Exhibit 99.1 hereto.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.


Exhibit
No.
 
Exhibit Description
 
 
 
99.1
 
Press Release dated June 6, 2016.




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SIGNATURE

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
 
 
 
 
 
June 6, 2016
 
 
 
/s/ Samantha Sacks Gallagher
 
 
 
 
Samantha Sacks Gallagher
 
 
 
 
Executive Vice President,
General Counsel and Secretary
 
 
 
 
 




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EXHIBIT INDEX
Exhibit
No.
 
Exhibit Description
 
 
 
99.1
 
Press Release dated June 6, 2016.



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