Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On August 10, 2017, First Potomac Realty Trust (the
Company
) issued a press release announcing that on September 26, 2017 it will
hold a special meeting of shareholders in connection with the previously announced merger pursuant to the Agreement and Plan of Merger, dated June 27, 2017, by and among the Company, First Potomac Realty Investment Limited Partnership,
Government Properties Income Trust (
GOV
), GOV NEW OPPTY REIT and GOV NEW OPPTY LP.
Shareholders are entitled to vote at the special
meeting if they owned common shares of the Company as of the close of business on August 21, 2017, the record date for the special meeting.
The
information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company expects to file with the Securities and Exchange Commission (the SEC) a proxy
statement, which proxy statement will be mailed or otherwise disseminated to the Companys shareholders when it becomes available. The Company also plans to file other relevant documents with the SEC regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the proxy statement (if and
when it becomes available) and other relevant documents filed by the Company with the SEC at the SECs website at www.sec.gov. Copies of the documents filed by the Company will be available free of charge on its website at
www.first-potomac.com, or by directing a written request to First Potomac Realty Trust, 7600 Wisconsin Avenue, 11
th
Floor, Bethesda, MD 20814, Attention: Investor Relations.
The Company and its trustees and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger
transaction. You can find information about the Companys trustees and executive officers in the Companys definitive proxy statement filed with the SEC on April 6, 2017 in connection with its 2017 Annual Meeting of Shareholders.
Additional information regarding the interests of such potential participants will be included in the proxy statement and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents
from the Company using the sources indicated above.
Forward-Looking Statements
The forward-looking statements contained in this press release, including statements regarding the proposed merger transaction and the timing of such
transaction, are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements contained herein are based on reasonable assumptions, there can be no assurance that our
expectations will be achieved. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words believe,
expect, intend, anticipate, estimate, project, or other similar expressions. Such statements involve known and unknown risks, uncertainties, and other factors that may cause the actual
results of the Company to differ materially from future results, performance or achievements projected or contemplated in the forward-looking statements. Certain factors include, among others, the ability of the Company to obtain the required
shareholder approval to consummate the proposed merger transaction; the satisfaction or waiver of other conditions in the merger agreement; the Companys or GOVs ability to consummate the proposed merger transaction; the outcome of the
current and any future legal proceedings that have or may be instituted against the Company and others related to the merger agreement; the possibility that the anticipated benefits and synergies from the proposed transaction cannot be fully
realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of the Companys and GOVs operations will be greater than expected; operating costs and business disruption may be
greater than expected; the ability of
the Company, GOV, or the combined company to retain and hire key personnel and maintain relationships with providers or other business partners pending the consummation of the transaction;
changes in general or regional economic conditions; and the impact of legislative, regulatory and competitive changes and other risk factors detailed in the Companys Annual Report on Form 10-K and described from time to time in the
Companys filings with the SEC.
The risks set forth above are not exhaustive. Many of these factors are beyond the Companys ability to control
or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. The Company does not intend to, and expressly disclaims any duty to, update or revise the
forward-looking statements in this discussion to reflect changes in underlying assumptions or factors, new information, future events or otherwise, after the date hereof, except as may be required by law. In light of these risks and uncertainties,
you should not rely upon these forward-looking statements after the date of this communication and should keep in mind that any forward-looking statement made in this discussion, or elsewhere, might not occur.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release of First Potomac Realty Trust dated August 10, 2017.
|
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.
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FIRST POTOMAC REALTY TRUST
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August 10, 2017
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/s/ Samantha Sacks Gallagher
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Samantha Sacks Gallagher
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Executive Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release of First Potomac Realty Trust dated August 10, 2017.
|
Exhibit 99.1
First Potomac Realty Trust Announces Special Meeting of Shareholders to Vote on Merger with Government Properties Income Trust
BETHESDA, Md.,
August 10, 2017 First Potomac Realty Trust (First Potomac)(NYSE: FPO) announced today that it will hold a
special meeting of its shareholders (the Special Meeting) on Tuesday, September 26, 2017 at 11:00 a.m. Eastern Standard Time at 7600 Wisconsin Avenue, 11th Floor, Bethesda, Maryland 20814. At the Special Meeting, First
Potomacs shareholders will be asked to consider and vote on (i) a proposal to approve the previously announced merger of First Potomac with and into a wholly-owned subsidiary of Government Properties Income Trust (GOV)
(NASDAQ: GOV) and the other transactions contemplated by the related merger agreement, (ii) a non-binding, advisory proposal to approve the compensation that may become payable to First Potomacs named executive officers in connection with
the merger, and (iii) a proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the merger and the other transactions
contemplated by the merger agreement.
The record date for determination of shareholders entitled to vote at the Special Meeting has been set as the close
of business on Monday, August 21, 2017.
About First Potomac Realty Trust
First Potomac Realty Trust is a self-administered, self-managed real estate investment trust that focuses on owning, operating, developing and redeveloping
office and business park properties in the greater Washington, D.C. region. FPO common shares (NYSE: FPO) are publicly traded on the New York Stock Exchange.
Additional Information and Where to Find It
In
connection with the proposed merger transaction, First Potomac expects to file with the Securities and Exchange Commission (the SEC) a proxy statement, which proxy statement will be mailed or otherwise disseminated to First
Potomacs shareholders when it becomes available. First Potomac also plans to file other relevant documents with the SEC regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
You may obtain a free copy of the proxy statement (if and when it becomes available) and other relevant documents filed by First Potomac with
the SEC at the SECs website at www.sec.gov. Copies of the documents filed by First Potomac will be available free of charge on its website at www.first-potomac.com, or by directing a written request to First Potomac Realty Trust, 7600
Wisconsin Avenue, 11
th
Floor, Bethesda, MD 20814, Attention: Investor Relations.
First Potomac and
its trustees and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger transaction. You can find information about First Potomacs trustees and executive officers in First
Potomacs definitive proxy statement filed with the SEC on April 6, 2017 in connection with its 2017 Annual Meeting of Shareholders. Additional information regarding the interests of such potential participants will be included in the
proxy statement and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from First Potomac using the sources indicated above.
Forward-Looking Statements
The forward-looking statements contained in this press release, including statements regarding the proposed merger transaction and the timing of such
transaction, are subject to various risks and uncertainties. Although First Potomac believes the expectations reflected in any forward-looking statements contained herein are based on reasonable assumptions, there can be no assurance that our
expectations will be achieved. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Potomac, are generally identifiable by use of the words believe,
expect, intend, anticipate, estimate, project, or other similar expressions. Such statements involve known and unknown risks, uncertainties, and other factors that may cause the actual
results of First Potomac to differ materially from future results, performance or achievements projected or contemplated in the forward-looking statements. Certain factors include, among others, the ability of First Potomac to obtain the required
shareholder approval to consummate the proposed merger transaction; the satisfaction or waiver of other conditions in the merger agreement; First Potomacs or GOVs ability to consummate the proposed merger transaction; the outcome of the
current and any future legal proceedings that have or may be instituted against First Potomac and others related to the merger agreement; the possibility that the anticipated benefits and synergies from the proposed transaction cannot be fully
realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of First Potomacs and GOVs operations will be greater than expected; operating costs and business disruption may
be greater than expected; the ability of First Potomac, GOV, or the combined company to retain and hire key personnel and maintain relationships with providers or other business partners pending the consummation of the transaction; changes in
general or regional economic conditions; and the impact of legislative, regulatory and competitive changes and other risk factors detailed in First Potomacs Annual Report on Form 10-K and described from time to time in First Potomacs
filings with the SEC.
The risks set forth above are not exhaustive. Many of these factors are beyond First Potomacs ability to control or predict.
Forward-looking statements are not guarantees of performance. For forward-looking statements herein, First Potomac claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995. First Potomac assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. First Potomac does not intend to, and expressly disclaims any duty to, update or revise the forward-looking
statements in this discussion to reflect changes in underlying assumptions or factors, new information, future events or otherwise, after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should not
rely upon these forward-looking statements after the date of this communication and should keep in mind that any forward-looking statement made in this discussion, or elsewhere, might not occur.
Contacts
Media:
Briean Cargill
Senior Marketing Manager
240-235-5523
bcargill@first-potomac.com
Jonathan Keehner / Joseph Sala / Julie Oakes
Joele Frank,
Wilkinson Brimmer Katcher
212-355-4449
Investors:
Randy Haugh
Vice President, Finance
240-235-5573
rhaugh@first-potomac.com