Government Properties Income Trust Completes Merger With Select Income REIT

1/1/19

NEWTON, Mass.--(BUSINESS WIRE)--Government Properties Income Trust (Nasdaq: GOV) today announced that it has completed its merger with Select Income REIT (Nasdaq: SIR).

After the effective time of the merger, the combined company changed its name to "Office Properties Income Trust” and effected a 1-for-4 reverse split of its outstanding common shares such that every four common shares of the combined company will be converted into one common share of the combined company. The company will begin trading on the Nasdaq on a split adjusted basis under the ticker symbol “OPI” on January 2, 2019.

GOV also announced that it amended its business management agreement with its manager, The RMR Group LLC, the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), which the Compensation Committee of GOV’s Board of Trustees approved. Pursuant to the amendment, for periods beginning on and after January 1, 2019, the business management agreement will use the SNL U.S. Office REIT Index, rather than the SNL U.S. REIT Equity Index, to calculate the benchmark return per share for purposes of determining the incentive management fee, if any, payable to The RMR Group LLC. Measurement periods prior to January 1, 2019 will continue to use the SNL U.S. REIT Equity Index. Please see GOV’s Annual Report on Form 10-K for its fiscal year ended December 31, 2017, for additional detail on the incentive management fee.

David Blackman, President and Chief Executive Officer of GOV made the following statement about today’s announcement:

“We believe the successful completion of this merger results in OPI becoming a leading national office REIT with increased scale, enhanced tenant and geographic diversification, a well laddered lease expiration schedule, a broader investment strategy and one of the highest percentages of rent paid by investment grade rated tenants in the public office sector. We look forward to advancing OPI’s investment strategy of owning buildings leased to single tenants and those with high credit quality characteristics like government entities.”

“Also, as we move forward, based on feedback received from the investment community, management believes, and the Compensation Committee of the Board of Trustees agreed, that the SNL U.S. Office REIT Index is a more appropriate benchmark comparison for OPI in calculating the incentive management fee.”

Government Properties Income Trust is a real estate investment trust, or REIT, which primarily owns properties located throughout the United States that are majority leased to government tenants and office properties in the metropolitan Washington, D.C. market area that are leased to government and private sector tenants. GOV is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, MA.

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