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SELECT INCOME REIT FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

May 15, 2014



Item 8.01. Other Events.

On May 14, 2014, Select Income REIT, or the Company, priced an underwritten public offering of 9,000,000 common shares of beneficial interest. The Company expects to issue and deliver these shares on or about May 20, 2014. The public offering price was $29.00 per share. The Company expects to use the $249.5 million of net proceeds of the offering (after deducting estimated offering expenses and the underwriting discount) to repay amounts outstanding under its revolving credit facility and for general business purposes, including possible future acquisitions of properties. The Company also granted the underwriters an option to purchase up to an additional 1,350,000 common shares.

A prospectus supplement relating to these common shares will be filed with the Securities and Exchange Commission. 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 WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY'S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND THE COMPANY'S CONTROL. FOR EXAMPLE:

THIS REPORT STATES THAT THE COMPANY EXPECTS TO ISSUE AND DELIVER THE COMMON SHARES ON OR ABOUT MAY 20, 2014. IN FACT, THE ISSUANCE AND DELIVERY OF THESE SHARES ARE 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 NOT CLOSE.

THE COMPANY'S CURRENT INTENT TO USE THE PROCEEDS OF THE OFFERING TO REPAY AMOUNTS OUTSTANDING UNDER ITS REVOLVING CREDIT FACILITY AND FOR GENERAL BUSINESS PURPOSES WILL BE DEPENDENT ON THE CLOSING OF THE OFFERING AND MAY NOT OCCUR.

THIS REPORT STATES THAT THE UNDERWRITERS HAVE BEEN GRANTED AN OPTION TO PURCHASE UP TO AN ADDITIONAL 1,350,000 COMMON SHARES. AN IMPLICATION OF THIS STATEMENT MAY BE THAT THIS OPTION MAY BE EXERCISED IN WHOLE OR IN PART. IN FACT, THE COMPANY DOES NOT KNOW WHETHER THE UNDERWRITERS WILL EXERCISE THIS OPTION, OR ANY PART OF IT.

FOR THESE REASONS, AMONG OTHERS, YOU SHOULD NOT PLACE UNDUE RELIANCE UPON THE COMPANY'S FORWARD LOOKING STATEMENTS.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. 1.1 Underwriting Agreement, dated as of May 14, 2014, between the



Company and the underwriters named therein, pertaining to the issuance and sale of up to 10,350,000 of the Company's common shares of beneficial interest.

5.1 Opinion of Saul Ewing LLP. 8.1 Opinion of Sullivan & Worcester LLP as to tax matters. 23.1 Consent of Saul Ewing LLP (contained in Exhibit 5.1). 23.2 Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1). 3



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