Select Income REIT Announces the Record Date for the Distribution of 45 Million Common Shares of Industrial Logistics Propert...
December 10 2018 - 4:15PM
Business Wire
Select Income REIT (Nasdaq: SIR) today announced that it has set
the record date for the distribution of all its 45,000,000 common
shares of beneficial interest of Industrial Logistics Properties
Trust (Nasdaq: ILPT) (the “ILPT common shares”) that it owns in a
pro rata distribution (the “Distribution”) to the holders of SIR’s
common shares of beneficial interest (the “SIR common shares”)
outstanding as of the close of business on December 20, 2018 (the
“Record Date”) subject to certain conditions being satisfied or
waived.
The Distribution is being made in connection with SIR’s
agreement to merge (the “Merger”) with Government Properties Income
Trust (Nasdaq: GOV). The conditions that must be satisfied or
waived as of the date of SIR’s payment of the Distribution include
approval of the Merger by SIR shareholders and are described in the
Information Statement (the “Information Statement”) included as an
exhibit to the Current Report on Form 8-K filed by SIR today with
the SEC, under the heading “Information About the Distribution –
Conditions to the Distribution”. SIR currently expects to pay the
Distribution on or after December 27, 2018 and at least one
business day prior to the closing date of the Merger.
Based on the number of SIR common shares outstanding as of
today, SIR expects that holders of its common shares outstanding as
of the Record Date will receive in the Distribution approximately
0.503 ILPT common shares for each SIR common share held, subject to
cash payment in lieu of any fractional shares. The final
distribution ratio will be calculated by dividing the 45,000,000
ILPT common shares to be distributed by the total number of SIR
common shares outstanding on the Record Date.
SIR believes that the Distribution generally will be taxable to
its shareholders for U.S. federal income tax purposes. Please see
the Information Statement under the heading “Information About the
Distribution – Material U.S. Federal Income Tax Consequences of the
Distribution” for additional detail. The Current Report on Form 8-K
that includes the Information Statement can be found at the SEC’s
website, www.sec.gov, or on SIR’s website at
https://www.sirreit.com/investors/financial-information/sec-filings/default.aspx.
For more information, shareholders who are record holders of SIR
common shares should contact SIR’s transfer agent, registrar and
dividend disbursing agent, EQ Shareowner Services, at (855)
598-5491. Shareholders who hold SIR common shares in an account
with a broker, bank or other nominee should contact such broker,
bank or other nominee.
Select Income REIT is a real estate investment trust, or REIT,
which owns properties that are primarily net leased to single
tenants. SIR 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 REGARDING 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 SIR USES WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”,
“INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR
DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, SIR IS MAKING FORWARD
LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON
SIR’S 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
SIR’S FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.
FOR EXAMPLE:
- THE CONDITIONS TO THE DISTRIBUTION AND
THE CONDITIONS TO CLOSING OF THE MERGER ARE NOT IDENTICAL AND THE
CLOSING OF THE MERGER IS NOT A CONDITION TO THE DISTRIBUTION. IT IS
POSSIBLE THAT THE DISTRIBUTION WILL BE PAID AND THE MERGER DOES NOT
CLOSE;
- THE DISTRIBUTION AND CLOSING OF THE
MERGER ARE EACH SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN
CONDITIONS, INCLUDING THE RECEIPT OF REQUISITE APPROVALS BY SIR’S
AND GOV’S SHAREHOLDERS. SIR CANNOT BE SURE THAT ANY OR ALL OF SUCH
CONDITIONS WILL BE SATISFIED OR WAIVED, OR IF THEY ARE SATISFIED OR
WAIVED, WHEN THEY MAY BE SATISFIED OR WAIVED. ACCORDINGLY, THE
DISTRIBUTION MAY NOT BE PAID AND/OR THE MERGER MAY NOT CLOSE WHEN
EXPECTED OR AT ALL, OR THE TERMS OF THE DISTRIBUTION OR THE MERGER
MAY CHANGE; AND
- BASED ON THE NUMBER OF SIR COMMON
SHARES OUTSTANDING AS OF THE DATE OF THIS PRESS RELEASE, SIR
EXPECTS ITS SHAREHOLDERS TO RECEIVE IN THE DISTRIBUTION
APPROXIMATELY 0.503 ILPT COMMON SHARES FOR EACH SIR COMMON SHARE
OUTSTANDING ON THE RECORD DATE, SUBJECT TO CASH PAYMENT IN LIEU OF
ANY FRACTIONAL SHARES. THE NUMBER OF SIR COMMON SHARES OUTSTANDING
IS SUBJECT TO CHANGE AND MAY INCREASE OR DECREASE BETWEEN THE DATE
OF THIS PRESS RELEASE AND THE RECORD DATE. ACCORDINGLY, THE FINAL
NUMBER OF ILPT COMMON SHARES DISTRIBUTED FOR EACH SIR COMMON SHARE
OUTSTANDING MAY INCREASE OR DECREASE.
THE INFORMATION CONTAINED IN SIR’S FILINGS WITH THE SEC,
INCLUDING UNDER THE CAPTION “RISK FACTORS” IN SIR’S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017 AND THE JOINT
PROXY STATEMENT/PROSPECTUS FILED BY SIR ON NOVEMBER 16, 2018, AS IT
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, IDENTIFIES OTHER
IMPORTANT FACTORS THAT COULD CAUSE SIR’S ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE STATED IN OR IMPLIED BY SIR’S FORWARD LOOKING
STATEMENTS. SIR’S FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S
WEBSITE AT WWW.SEC.GOV.
YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING
STATEMENTS.
EXCEPT AS REQUIRED BY LAW, SIR DOES NOT INTEND TO UPDATE OR
CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW
INFORMATION, FUTURE EVENTS OR OTHERWISE.
Additional Information about the Merger and
the Other Transactions and Where to Find It
In connection with the Merger and the other transactions
contemplated by the merger agreement, GOV has filed with the SEC a
registration statement on Form S-4 containing the joint proxy
statement/prospectus and other documents with respect to the Merger
and the other transactions contemplated by the merger agreement.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY
STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE OTHER
TRANSACTIONS.
A definitive joint proxy statement/prospectus has been mailed to
GOV’s and SIR’s shareholders. Investors may obtain free copies of
documents filed with the SEC at the SEC’s website at www.sec.gov.
In addition, investors may obtain free copies of GOV’s filings with
the SEC from GOV’s website at www.govreit.com and free copies of
SIR’s filings with the SEC from SIR’s website at
www.sirreit.com.
Participants in the Solicitation Relating to
the Merger and the Other Transactions
GOV, its trustees and certain of its executive officers, SIR,
its trustees and certain of its executive officers, and The RMR
Group LLC, The RMR Group Inc. and certain of their directors,
officers and employees may be deemed participants in the
solicitation of proxies from GOV’s shareholders in respect of the
approval of the issuance of GOV common shares of beneficial
interest in the Merger and from SIR’s shareholders in respect of
the approval of the Merger and the other transactions contemplated
by the merger agreement to which SIR is a party. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of GOV’s and SIR’s
shareholders in connection with the Merger and the other
transactions contemplated by the merger agreement is set forth in
the definitive joint proxy statement/prospectus for the Merger
filed with the SEC. You can find information about GOV’s trustees
and executive officers in its definitive proxy statement for its
2018 Annual Meeting of Shareholders. You can find information about
SIR’s trustees and executive officers in its definitive proxy
statement for its 2018 Annual Meeting of Shareholders. These
documents are available free of charge on the SEC’s website and
from GOV or SIR, as applicable, using the sources indicated
above.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181210005779/en/
Olivia Snyder, Manager, Investor Relations(617)
796-8320www.sirreit.com
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