Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 2, 2017, the Company completed the merger transactions contemplated by that certain Agreement and Plan of Merger, or the Merger Agreement, dated as of June 27, 2017, by and among the Company, two of the Companys wholly owned subsidiaries, GOV NEW OPPTY REIT, a Maryland real estate investment trust, or REIT Merger Sub, and GOV NEW OPPTY LP, a Delaware limited partnership, or Partnership Merger Sub, First Potomac Realty Trust, a Maryland real estate investment trust, or FPO, and its operating partnership and majority owned subsidiary, First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, or FPO LP. Pursuant to the Merger Agreement: (i) upon effectiveness of the Partnership Merger, or the Partnership Merger Effective Time, Partnership Merger Sub merged with and into FPO LP, with FPO LP as the surviving entity under the name GOV NEW OPPTY LP, such merger, the Partnership Merger, and, such entity, the Surviving LP; and (ii) immediately following the Partnership Merger Effective Time the REIT merger was completed, and upon effectiveness of the REIT Merger, or the REIT Merger Effective Time, FPO merged with and into REIT Merger Sub, with REIT Merger Sub as the surviving entity under the name GOV NEW OPPTY REIT, or the REIT Merger, and, together with the Partnership Merger, the Mergers.
Pursuant to the Merger Agreement: (i) at the REIT Merger Effective Time, each common share of beneficial interest of FPO, par value $0.001 per share, issued and outstanding immediately prior to the REIT Merger Effective Time was converted into the right to receive an amount equal to $11.15 in cash, without interest, or the REIT Per Share Merger Consideration; and (ii) at the Partnership Merger Effective Time, each unit of limited partnership interests in FPO LP issued and outstanding immediately prior to the Partnership Merger Effective Time was converted into the right to receive an amount in cash equal to the REIT Per Share Merger Consideration, without interest, or the Partnership Per Unit Merger Consideration, except that, prior to the closing of the Partnership Merger, certain holders of FPO LP limited partnership interests elected, in lieu of the Partnership Per Unit Merger Consideration, to have such holders units of limited partnership interests in FPO LP converted into an equal number of units of preferred limited partnership interests in the Surviving LP.
The aggregate value of the consideration paid in the Mergers was approximately $1.4 billion, including approximately $652 million in cash, the repayment of approximately $493 million of FPO debt, the assumption of approximately $168 million of FPO mortgage debt and the payment of certain transaction fees and expenses, net of FPO cash on hand. The consideration was funded in part with approximately $560 million of borrowings under the Companys existing $750 million unsecured revolving credit facility.
The foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which was
previously filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on June 28, 2017, which is incorporated herein by reference.