UNITED STATES
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
Date of Report (Date of earliest event reported): March 25, 2011
FIRST POTOMAC REALTY
TRUST
(Exact name of registrant as
specified in its charter)
| Maryland | 001-31824 | 37-1470730 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7600 Wisconsin
Avenue Bethesda, Maryland |
20814 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 986-9200
| N/A |
| (Former name or former address if changed since last report.) |
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:
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 3.02. Unregistered Sales of Equity Securities.
On March 25, 2011, First Potomac Realty Investment Limited Partnership, the operating partnership (the “Operating Partnership”) of First Potomac Realty Trust (the “Company”), issued 1,418,715 limited partnership units to partially fund the acquisition of the 840 First Street, N.E. property located in Washington, D.C. The total purchase price for the property was $90.0 million, which consisted of $57.2 million of assumed debt, $22.6 million of partnership units and $10.2 million of cash, subject to prorations.
These partnership units were issued in reliance upon exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated under the Securities Act (“Regulation D”). Each recipient of the partnership units represented to the Operating Partnership that it was an “accredited investor” as defined in Regulation D and that it was acquiring the partnership units for investment purposes. The Operating Partnership issued the units only to affiliates of the former owner of the property and did not engage in a general solicitation in connection with the issuance.
Pursuant to the terms of the Amended and Restated Limited Partnership Agreement of the Operating Partnership, the partnership units may be redeemed for cash or, at the Company’s election, common shares of the Company, subject to certain limitations and exceptions.
Item 8.01. Other Events.
The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.
SIGNATURE
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.
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FIRST POTOMAC REALTY
TRUST |
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March 28, 2011
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/s/ Joel F. Bonder | |
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Joel F. Bonder | |
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Executive Vice President and General Counsel |