Attached files
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EX-5.1 - EX-5.1 - FIRST POTOMAC REALTY TRUST | w81159exv5w1.htm |
EX-1.1 - EX-1.1 - FIRST POTOMAC REALTY TRUST | w81159exv1w1.htm |
EX-8.1 - EX-8.1 - FIRST POTOMAC REALTY TRUST | w81159exv8w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 or 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 12, 2011
FIRST POTOMAC REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland | 001-31824 | 37-1470730 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
7600 Wisconsin Avenue
Bethesda, Maryland 20814
Bethesda, Maryland 20814
(Address of principal executive offices)
(301) 986-9200
N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On January 12, 2011, First Potomac Realty Trust (the Company) and First Potomac Realty
Investment Limited Partnership, the Companys operating partnership (the Operating Partnership),
entered into an Underwriting Agreement (the Underwriting Agreement) with Wells Fargo Securities,
LLC, as representative of the several underwriters named therein (the Underwriters), pursuant to
which the Company agreed to offer and sell 4,000,000 of its 7.750% Series A Cumulative Redeemable
Perpetual Preferred Shares, par value $0.001 per share (the Preferred Shares). Pursuant to the
terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to
purchase up to an additional 600,000 Preferred Shares to cover overallotments.
The Company estimates that the net proceeds from this offering will be approximately $96.6
million, or approximately $111.1 million if the Underwriters over-allotment option is exercised in
full. The Company intends to contribute the net proceeds from this offering to the Operating
Partnership in exchange for additional Operating Partnership units, and the Operating Partnership
intends to use the net proceeds from this offering to repay a portion of the balance outstanding
under its unsecured revolving credit facility (the Credit Facility), to fund the acquisition of
properties, and for working capital and general corporate purposes. The Company currently expects
that the offering of the Preferred Shares will close on or about January 18, 2011.
The Company made certain customary representations, warranties and covenants concerning the
Company and the registration statement in the Underwriting Agreement and also agreed to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended. The closing of the offering is subject to customary closing conditions pursuant
to the terms of the Underwriting Agreement. A copy of the Underwriting Agreement is attached to
this report as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is
qualified in its entirety by reference to Exhibit 1.1.
The Underwriters have performed commercial banking, investment banking and advisory services
for the Company from time to time for which they have received customary fees and reimbursement of
expenses. The Underwriters may, from time to time, engage in transactions with and perform services
for the Company in the ordinary course of their business for which they may receive customary fees
and reimbursement of expenses. In addition, affiliates of Wells Fargo Securities, LLC and KeyBanc
Capital Markets Inc., which are Underwriters in the offering, are lenders under the Credit Facility
and may therefore receive a portion of the net proceeds from the offering through the partial
repayment of indebtedness under the Credit Facility. Affiliates of Wells Fargo Securities, LLC and
KeyBanc Capital Markets Inc. also act as agents in connection with the Credit Facility and have
received and will continue to receive customary compensation in connection with the Credit
Facility.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
No. | Description | |
1.1
|
Underwriting Agreement, dated January 12, 2011, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, as representative of the several Underwriters named on Schedule A | |
5.1
|
Opinion of Hogan Lovells US LLP regarding the legality of the Preferred Shares | |
8.1
|
Opinion of Hogan Lovells US LLP regarding certain tax matters | |
23.1
|
Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST POTOMAC REALTY TRUST |
||||
Date: January 14, 2011 | /s/ Joel F. Bonder | |||
Joel F. Bonder | ||||
Executive Vice President and General Counsel |
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
1.1
|
Underwriting Agreement, dated January 12, 2011, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, as representative of the several Underwriters named on Schedule A | |
5.1
|
Opinion of Hogan Lovells US LLP regarding the legality of the Preferred Shares | |
8.1
|
Opinion of Hogan Lovells US LLP regarding certain tax matters | |
23.1
|
Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1) |