Government Properties Income Trust Increases Investment in Select Income REIT
2015年3月2日 - 10:00PM
ビジネスワイヤ(英語)
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, GOV’s 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 SIR’s Board of Trustees.
The purchase price for the shares to be acquired by RMR’s
principals is $27.85 per share.
GOV made the following statement regarding today's
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 GOV’s dividends. GOV believes that SIR’s recently completed
acquisition of Cole Corporate Income Trust and SIR’s 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 RMR’s principals may allow SIR to continue with its
business plans without the distraction which may have been caused
by a potential proxy contest.”
GOV's purchase of the SIR shares from Lakewood will be funded
using cash on hand and drawings under GOV’s unsecured revolving
credit facility. In connection with the transactions described
above, Lakewood withdrew its nomination of Mr. Lenehan for election
to SIR’s 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
GOV's 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 GOV'S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT
FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT
OCCUR. GOV'S 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
GOV’S DIVIDEND. THE IMPLICATIONS OF THIS STATEMENT MAY BE THAT
SIR’S DISTRIBUTION RATE WILL INCREASE AND THAT GOV’S DIVIDENDS MAY
REMAIN UNCHANGED OR INCREASE. IN FACT, THE SIR BOARD OF TRUSTEES
DETERMINES SIR’S DISTRIBUTION RATE AND DECLARES DISTRIBUTIONS IN
ITS DISCRETION AND THE GOV BOARD OF TRUSTEES DETERMINES GOV’S
DISTRIBUTION RATE AND DECLARES DISTRIBUTIONS IN ITS DISCRETION. THE
CASH FLOWS WHICH GOV RECEIVES FROM SIR ARE A MINORITY OF GOV’S
TOTAL CASH FLOWS. A LARGE MAJORITY OF GOV’S 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 SIR’S DISTRIBUTION RATE OR GOV’S DISTRIBUTION RATE WILL
INCREASE. IN FACT, GOV’S DIVIDEND MAY NOT BE MAINTAINED AND IT MAY
DECLINE IN THE FUTURE.
THE INFORMATION CONTAINED IN GOV'S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER "RISK FACTORS" IN
GOV'S PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER
IMPORTANT FACTORS THAT COULD CAUSE GOV'S ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN ITS 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 GOV'S 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 New York
Stock Exchange.
No shareholder, Trustee or officer is
personally liable for any act or obligation of the Trust.
Government Properties Income TrustJason Fredette,
617-219-1410Director, Investor Relationswww.govreit.com
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