Easterly Government Properties, Inc. (NYSE: DEA) (the “Company” or
“Easterly”), a fully integrated real estate investment trust focused
primarily on the acquisition, development and management of Class A
commercial properties leased to the U.S. Government, announced today
that it has commenced a public offering of an aggregate of 15,500,000
shares of its common stock, consisting of 8,500,000 shares offered
directly by the Company and 7,000,000 shares offered on a forward basis
in connection with the forward sales agreements described below. The
Company expects to grant the underwriters a 30-day option to purchase up
to an additional 2,325,000 shares of common stock offered by the Company
at the public offering price.
The Company intends to contribute the net proceeds from this offering to
its operating partnership, which intends to use a portion of the net
proceeds to fund, in part, the previously announced acquisition of a 14
property, 1,479,762-square foot portfolio for a purchase price of
approximately $430.0 million. The balance of the net proceeds, if any,
may be used to repay borrowings under the Company’s revolving credit
facility, to fund other potential acquisition opportunities, for general
corporate purposes, or a combination of the foregoing.
Citigroup, Jefferies and Wells Fargo Securities are acting as joint
book-runners for this offering.
In connection with the offering of shares of its common stock, the
Company expects to enter into separate forward sales agreements with
each of Citigroup Global Markets Inc. and Jefferies LLC, or their
affiliates, referred to in this capacity as the forward purchasers.
Citigroup Global Markets Inc. and Jefferies LLC, either directly or as
agents for their respective affiliated forward purchasers, are, at the
Company’s request, borrowing from third parties and selling to the
underwriters 7,000,000 shares of the Company’s common stock.
Pursuant to the terms of the forward sales agreements, and subject to
its right to elect cash or net share settlement, the Company intends to
issue and sell, upon physical settlement of such forward sales
agreements, up to 7,000,000 shares of the Company’s common stock to the
The Company expects to physically settle the forward sales agreements
and receive proceeds, subject to certain adjustments, from the sale of
its shares of common stock upon one or more such physical settlements
within approximately six months from the date of the prospectus
supplement relating to the offering.
This offering is being made pursuant to an effective shelf registration
statement and prospectus and a related preliminary prospectus supplement
filed by the Company with the Securities and Exchange Commission. This
press release shall not constitute an offer to sell or the solicitation
of any offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Copies of the prospectus supplement and related prospectuses for this
offering can be obtained from Citigroup, Attention: Prospectus
Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by telephone at (800) 831-9146; Jefferies,
Attention: Jefferies LLC, Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, 2nd Floor, New York, New York 10022, or
or by telephone: (877) 547-6340; Wells Fargo Securities, LLC Attention:
Equity Syndicate Department, 375 Park Avenue, New York, NY 10152 at
(800) 326-5987 or email a request to firstname.lastname@example.org.
About Easterly Government Properties, Inc.
Easterly Government Properties, Inc. (NYSE:DEA) is based in Washington,
D.C., and focuses primarily on the acquisition, development and
management of Class A commercial properties that are leased to the U.S.
Government. Easterly’s experienced management team brings specialized
insight into the strategy and needs of mission-critical U.S. Government
agencies for properties leased to such agencies either directly or
through the U.S. General Services Administration (GSA). For further
information on the Company and its properties, please visit www.easterlyreit.com.
This press release contains forward-looking statements within the
meaning of federal securities laws and regulations. These
forward-looking statements are identified by their use of terms and
phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,”
“position,” and other similar terms and phrases, including references to
assumptions and forecasts of future results. Forward-looking statements
are not guarantees of future performance and involve known and unknown
risks, uncertainties and other factors which may cause the actual
results to differ materially from those anticipated at the time the
forward-looking statements are made. These risks include, but are not
limited to the risk that we may not complete the acquisition of the
previously announced 14 property portfolio in a timely fashion or at
all, the risk we may not complete this offering in a timely fashion or
at all, and those risks and uncertainties associated with the Company’s
business described from time to time in its filings with the Securities
and Exchange Commission, including its Annual Report on Form 10-K filed
on March 1, 2018. Although the Company believes the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, the Company can give no assurance that the expectations
will be attained or that any deviation will not be material. All
information in this release is as of the date of this release, and the
Company undertakes no obligation to update any forward-looking statement
to conform the statement to actual results or changes in its
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