Government Properties Income Trust (Nasdaq: GOV) today announced that it has completed its merger with Select Income REIT (Nasdaq: SIR).
After the effective time of the merger, the combined company changed its name to “Office Properties Income Trust and effected a 1-for-4 reverse split of its outstanding common shares such that every four common shares of the combined company will be converted into one common share of the combined company. The company will begin trading on the Nasdaq on a split adjusted basis under the ticker symbol OPI on January 2, 2019.
GOV also announced that it amended its business management agreement with its manager, The RMR Group LLC, the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), which the Compensation Committee of GOVs Board of Trustees approved. Pursuant to the amendment, for periods beginning on and after January 1, 2019, the business management agreement will use the SNL U.S. Office REIT Index, rather than the SNL U.S. REIT Equity Index, to calculate the benchmark return per share for purposes of determining the incentive management fee, if any, payable to The RMR Group LLC. Measurement periods prior to January 1, 2019 will continue to use the SNL U.S. REIT Equity Index. Please see GOVs Annual Report on Form 10-K for its fiscal year ended December 31, 2017, for additional detail on the incentive management fee.
David Blackman, President and Chief Executive Officer of GOV made the following statement about todays announcement:
We believe the successful completion of this merger results in OPI becoming a leading national office REIT with increased scale, enhanced tenant and geographic diversification, a well laddered lease expiration schedule, a broader investment strategy and one of the highest percentages of rent paid by investment grade rated tenants in the public office sector. We look forward to advancing OPIs investment strategy of owning buildings leased to single tenants and those with high credit quality characteristics like government entities.
Also, as we move forward, based on feedback received from the investment community, management believes, and the Compensation Committee of the Board of Trustees agreed, that the SNL U.S. Office REIT Index is a more appropriate benchmark comparison for OPI in calculating the incentive management fee.
Government Properties Income Trust is a real estate investment trust, or REIT, which primarily owns properties located throughout the United States that are majority leased to government tenants and office properties in the metropolitan Washington, D.C. market area that are leased to government and private sector tenants. GOV is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that 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, “WILL”, MAY AND NEGATIVES OR DERIVATIVES OF THESE 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. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY GOVS FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
- THIS NEWS RELEASE CITES SEVERAL EXPECTED BENEFITS OF THE GOV-SIR MERGER THAT ARE EXPECTED TO MANIFEST THEMSELVES IN OPI, INCLUDING INCREASED SCALE, ENHANCED TENANT AND GEOGRAPHIC DIVERSIFICATION, A WELL LADDERED LEASE EXPIRATION SCHEDULE, A BROADER INVESTMENT STRATEGY AND A PUBLIC REIT WITH ONE OF THE HIGHEST PERCENTAGES OF RENT PAID BY INVESTMENT GRADE RATED TENANTS IN THE OFFICE SECTOR. THERE CAN BE NO ASSURANCE THAT THESE CHARACTERISTICS WILL BE MET OR SUSTAINED IN THE FUTURE.
THE INFORMATION CONTAINED IN GOVS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION RISK FACTORS IN GOVS PERIODIC REPORTS, OR INCORPORATED BY REFERENCE THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE GOVS ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN OR IMPLIED BY GOVS 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 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 Nasdaq. No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.
Brad Shepherd, Director, Investor Relations