Item 1.01 Entry into a Material Definitive Agreement.
On June 14, 2021, WRIT Limited Partnership, WashREIT Arlington Tower LLC, WashREIT 515 King ST LLC, WashREIT Courthouse Square LLC, WRIT Fairgate LLC, WashREIT 1901 Pennsylvania Ave Trustee LLC, as trustee, on behalf of 1901 Pennsylvania Ave Grantor Trust Ownership LLC, WashREIT 1220 19th St Trustee LLC, as trustee, on behalf of WashREIT 1220 19th St Grantor Trust Ownership LLC, WashREIT 2000 M St Trustee LLC, as trustee, on behalf of WashREIT 2000 M St Grantor Trust Ownership LLC, WRIT 1140 CT LLC, WRIT ANC LLC and WRIT 1775 Eye Street LLC (each individually, a “Seller,” and collectively, the “Sellers”) entered into a purchase and sale agreement (the “Agreement”) with BPG Acquisitions, LLC, a Delaware limited liability company (the “Buyer”), to sell a portfolio of twelve office assets (the “Office Portfolio”) for a contract sale price of $766.0 million. The aggregate deposit amount is approximately $46.0 million.
The twelve assets in the Office Portfolio are as follows:
1.515 King Street - 515 King Street, Alexandria, Virginia 22314
2.Courthouse Square - 510 & 526 King Street, Alexandria, Virginia 22314
3.1600 Wilson Boulevard - 1600 Wilson Boulevard, Arlington, Virginia 22209
4.Fairgate at Ballston - 1005 North Glebe Road, Arlington, Virginia 22101
5.Arlington Tower - 1300 North 17th Street, Arlington, Virginia 22209
6.Silverline Center - 7900 Westpark Drive, Tysons, Virginia 22209
7.1901 Pennsylvania Avenue - 1901 Pennsylvania Avenue, NW, Washington, DC 20006
8.1220 19th Street - 1220 19th Street, NW, Washington, DC 20036
9.2000 M Street - 2000 M Street, NW, Washington, DC 20036 (leasehold interest)
10.1140 Connecticut Avenue - 1140 Connecticut Avenue, NW, Washington, DC 20007
11.Army Navy Building - 1627 Eye Street, NW, Washington, DC 20006
12.1775 Eye Street - 1775 Eye Street, NW, Washington, DC 20006
Under the terms of the Agreement, the Company expects to close the sale of the Office Portfolio in July, 2021. The Agreement is subject to closing conditions and other terms and conditions customary for real estate transactions.
The Agreement contains representations and warranties the parties thereto made to and solely for the benefit of each other, and such representations and warranties should not be relied upon by any other person. The assertions embodied in those representations and warranties were made solely for the purposes of the Agreement and are subject to important qualifications and limitations agreed to by and between the Buyer and the Sellers in connection with negotiating the Agreement. Accordingly, security holders should not rely on the representations and warranties as accurate or complete or characterizations of the actual state of facts as of any specified date because such representations and warranties are modified in important part by the underlying disclosure schedules, are subject to a contractual standard of materiality different from that generally applicable to security holders and were used only for the purposes of conducting certain limited due diligence inquiries and allocating risks and not for establishing all material facts with respect to the matters addressed.