Item 8.01. Other Events.
On September 17, 2020, we agreed to sell
$250.0 million aggregate principal amount of our 4.50% Senior Notes due 2025, or the Notes, in an underwritten public offering.
The Notes constitute an additional issuance of the $400.0 million aggregate
principal amount of our 4.50% Senior Notes due 2025 initially issued by Select Income REIT, or SIR, on February 3, 2015, which
we assumed in connection with our acquisition of SIR in a merger transaction on December 31, 2018. The Notes are expected
to be issued on or about September 24, 2020, and will be issued under our Indenture, dated as of February 3, 2015, or the Base
Indenture, as supplemented by the First Supplemental Indenture thereto, dated as of February 3, 2015, or the First Supplemental
Indenture, each between us (as successor to SIR) and U.S. Bank National Association, as trustee, or the Trustee, and as further
supplemented by the Third Supplemental Indenture thereto, dated as of December 31, 2018, among SIR, us and the Trustee. The Notes
are our senior unsecured obligations. The Notes are subject to certain restrictive financial and operating covenants, including
covenants that restrict our ability to incur debts in excess of calculated amounts, including debts secured by mortgages on our
properties, and require us to maintain certain financial ratios.
The Notes will be sold to the public at
101.414% of their principal amount. We expect to use the $251.3 million of net proceeds from the offering of the Notes (after deducting
estimated offering expenses and underwriters’ discounts) to repay amounts outstanding under our revolving credit facility
and for general business purposes.
The foregoing description of the covenants
applicable to the Notes is qualified in its entirety by reference to such covenants as they appear in the First Supplemental Indenture
or in the Base Indenture, which were filed as Exhibits 4.2 and 4.1, respectively, to SIR’s Current Report on Form 8-K, filed
with the Securities and Exchange Commission, or SEC, on February 3, 2015, each of which is incorporated herein by reference.
Some
of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking,
advisory and other dealings in the ordinary course of business with us. They have received, and may in the future receive, customary
fees and commissions for these engagements.
A prospectus supplement relating to the
Notes will be filed with the SEC. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K 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 we use words such as “believe”, “expect”, “anticipate”,
“intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives
of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our
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 our forward-looking statements as a result of various factors. For
example:
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We expect to issue and deliver the Notes on or about September 24, 2020. In fact, the issuance and delivery of the Notes is subject to various conditions and contingencies as are customary in underwriting agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may be delayed or may not be completed; and
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Our current intent is to use the proceeds from the offering of the Notes to repay amounts outstanding under our revolving credit facility and for general business purposes. However, the receipt and use of the proceeds is dependent on the completion of this offering and may not occur.
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The information contained in our filings
with the SEC, including under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December
31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, identifies other important factors that could
cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our 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, we do not intend
to update or change any forward-looking statements as a result of new information, future events or otherwise.