Select Income REIT (Nasdaq: SIR) today announced that it has completed 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 owned in a pro rata distribution (the “Distribution”). The ILPT common shares were distributed on December 27, 2018 (the “Distribution Date”) 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”).
Each common shareholder of SIR entitled to receive ILPT shares in the Distribution received approximately 0.503 ILPT common shares for each SIR common share outstanding as of the Record Date, subject to cash payment in lieu of any fractional shares.
The Distribution is a condition of closing SIR’s merger (the “Merger”) with Government Properties Income Trust (Nasdaq: GOV), which merger was approved by SIR shareholders at SIR’s special meeting of shareholders held on December 20, 2018 and is expected to be effective December 31, 2018.
SIR expects that approximately half of its 2018 cash and other distributions (including the Distribution) will be a nontaxable return of capital to SIR’s shareholders.
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 CLOSING OF THE MERGER IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS. SIR CANNOT BE SURE THAT ANY OR ALL OF SUCH CONDITIONS WILL BE SATISFIED OR WAIVED. ACCORDINGLY, THE MERGER MAY NOT CLOSE WHEN EXPECTED OR AT ALL, OR THE TERMS OF THE MERGER MAY CHANGE.
- THIS NEWS RELEASE STATES THAT SIR EXPECTS THAT APPROXIMATELY HALF OF ITS 2018 CASH AND OTHER DISTRIBUTIONS (INCLUDING THE DISTRIBUTION) WILL BE A NON-TAXABLE RETURN OF CAPITAL TO SIR’s SHAREHOLDERS; HOWEVER, THE TAX CHARACTERIZATION OF THE DISTRIBUTION AND DETERMINATION OF ITS TAX LIABILITY WILL NOT BE FINALIZED UNTIL EARLY 2019 AND COULD DIFFER FROM THIS EXPECTATION. UPON RECEIPT OF THIS INFORMATION, SHAREHOLDERS ARE ADVISED TO CONSULT WITH THEIR TAX PROFESSIONALS.
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.
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.