Government Properties Income Trust and Select Income REIT Announce Agreement to Merge

Press Release
September 24, 2018

Boston, MA, September 24, 2018 - Sullivan is representing Government Properties Income Trust (Nasdaq:GOV) with respect to its definitive merger agreement with Select Income REIT (Nasdaq:SIR), pursuant to which SIR will merge with and into GOV, with GOV surviving the merger under a new name, Office Properties Income Trust (Nasdaq:OPI), a REIT that is focused on owning, operating and leasing office buildings primarily leased to single tenants and high credit quality tenants like government entities. OPI will continue to be managed by a subsidiary of The RMR Group Inc. (Nasdaq:RMR), and is expected to have increased scale, enhanced diversification and a broader investment strategy.

As part of the merger transactions, Sullivan will also represent GOV in its sale to the public of its 27.8% ownership interest in SIR, and with respect to the distribution by SIR to SIR’s shareholders of its 69.2% ownership interest in Industrial Logistics Properties Trust (Nasdaq: ILPT), a REIT that is focused on owning warehouse distribution and e-commerce fulfillment facilities throughout the United States and which was spun off from SIR earlier this year. The transaction is expected to be completed in late 2018 or early 2019, subject to GOV and SIR shareholder approval and other conditions. The negotiation and execution of the merger agreement and related documents were made possible by countless contributions from a number of members of Sullivan’s corporate, tax and real estate departments, as well as our first year associates, and there is still significant work to be done.

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