Item 1.01 Entry into a Material Definitive Agreement.
On June 14, 2021, WRIT Limited Partnership, WashREIT Arlington Tower LLC,
WashREIT 515 King ST LLC, WashREIT Courthouse Square LLC, WRIT Fairgate LLC,
WashREIT 1901 Pennsylvania Ave Trustee LLC, as trustee, on behalf of 1901
Pennsylvania Ave Grantor Trust Ownership LLC, WashREIT 1220 19th St Trustee LLC,
as trustee, on behalf of WashREIT 1220 19th St Grantor Trust Ownership LLC,
WashREIT 2000 M St Trustee LLC, as trustee, on behalf of WashREIT 2000 M St
Grantor Trust Ownership LLC, WRIT 1140 CT LLC, WRIT ANC LLC and WRIT 1775 Eye
Street LLC (each individually, a "Seller," and collectively, the "Sellers")
entered into a purchase and sale agreement (the "Agreement") with BPG
Acquisitions, LLC, a Delaware limited liability company (the "Buyer"), to sell a
portfolio of twelve office assets (the "Office Portfolio") for a contract sale
price of $766.0 million. The aggregate deposit amount is approximately $46.0
million.
The twelve assets in the Office Portfolio are as follows:
1.515 King Street - 515 King Street, Alexandria, Virginia 22314
2.Courthouse Square - 510 & 526 King Street, Alexandria, Virginia 22314
3.1600 Wilson Boulevard - 1600 Wilson Boulevard, Arlington, Virginia 22209
4.Fairgate at Ballston - 1005 North Glebe Road, Arlington, Virginia 22101
5.Arlington Tower - 1300 North 17th Street, Arlington, Virginia 22209
6.Silverline Center - 7900 Westpark Drive, Tysons, Virginia 22209
7.1901 Pennsylvania Avenue - 1901 Pennsylvania Avenue, NW, Washington, DC 20006
8.1220 19th Street - 1220 19th Street, NW, Washington, DC 20036
9.2000 M Street - 2000 M Street, NW, Washington, DC 20036 (leasehold interest)
10.1140 Connecticut Avenue - 1140 Connecticut Avenue, NW, Washington, DC 20007
11.Army Navy Building - 1627 Eye Street, NW, Washington, DC 20006
12.1775 Eye Street - 1775 Eye Street, NW, Washington, DC 20006
Under the terms of the Agreement, the Company expects to close the sale of the
Office Portfolio in July, 2021. The Agreement is subject to closing conditions
and other terms and conditions customary for real estate transactions.
The Agreement contains representations and warranties the parties thereto made
to and solely for the benefit of each other, and such representations and
warranties should not be relied upon by any other person. The assertions
embodied in those representations and warranties were made solely for the
purposes of the Agreement and are subject to important qualifications and
limitations agreed to by and between the Buyer and the Sellers in connection
with negotiating the Agreement. Accordingly, security holders should not rely on
the representations and warranties as accurate or complete or characterizations
of the actual state of facts as of any specified date because such
representations and warranties are modified in important part by the underlying
disclosure schedules, are subject to a contractual standard of materiality
different from that generally applicable to security holders and were used only
for the purposes of conducting certain limited due diligence inquiries and
allocating risks and not for establishing all material facts with respect to the
matters addressed.
Item 7.01 Regulation FD Disclosure.
A press release issued by the Company on June 15, 2021 regarding the contracts
to sell a total of twelve office assets is attached as Exhibit 99.1. This
information is being furnished pursuant to Item 7.01 of Form 8-K. This
information is not deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 and is not incorporated by reference into any
Securities Act registration statements.
On June 15, 2021, the Company posted an Investor Presentation entitled
"Accelerating Our Transformation into a Multifamily REIT - June 15, 2021" to its
website at www.washreit.com on the "Investors" page. A copy of the Investor
Presentation is attached as Exhibit 99.2. This information is being furnished
pursuant to Item 7.01 of Form 8-K. This information is not deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not
incorporated by reference into any Securities Act registration statements. Our
website and the information contained therein or connected thereto is not deemed
to be a incorporated herein, and you should not rely on any such information in
making any investment decision.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this report on Form 8-K:
Exhibit No. Description
99.1 Press release issued June 15, 2021
99.2 Investor Presentation - Accelerating Our Transformation into a Multifamily
REIT - June 15, 2021
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements which
involve risks and uncertainties. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not
historical facts. In some cases, you can identify forward looking statements by
the use of forward-looking terminology such as "may," "will," "should,"
"expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," or "potential" or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events or trends
and which do not relate solely to historical matters. Such statements involve
known and unknown risks, uncertainties, and other factors which may cause the
actual results, performance, or achievements of WashREIT to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. Currently, one of the most significant
factors continues to be the adverse effect of the COVID-19 virus, including any
variants and mutations thereof, the actions taken to contain the pandemic or
mitigate the impact of COVID-19, and the direct and indirect economic effects of
the pandemic and containment measures. The extent to which COVID-19 continues to
impact WashREIT and its tenants will depend on future developments, which are
highly uncertain and cannot be predicted with confidence, including the scope,
severity and duration of the pandemic, the actions taken to contain the pandemic
or mitigate its impact, and the direct and indirect economic effects of the
pandemic and containment measures, the continued speed and success of the
vaccine rollout, effectiveness and willingness of people to take COVID-19
vaccines, and the duration of associated immunity and their efficacy against
emerging variants of COVID-19, among others. Moreover, investors are cautioned
to interpret many of the risks identified in the risk factors discussed in our
Annual Report on Form 10-K for the year ended December 31, 2020 filed on
February 16, 2021, as being heightened as a result of the ongoing and numerous
adverse impacts of COVID-19. Additional factors which may cause the actual
results, performance, or achievements of WashREIT to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements include, but are not limited to the risks associated
with ownership of real estate in general and our real estate assets in
particular; the economic health of the greater Washington metro region; the risk
of failure to enter into and/or complete potential acquisitions and dispositions
(including the sale of the Office Portfolio), at all, within the price ranges
anticipated and on the terms and timing anticipated; changes in the composition
of our portfolio; fluctuations in interest rates; reductions in or actual or
threatened changes to the timing of federal government spending; the risks
related to use of third-party providers; the economic health of our tenants;
shifts away from brick and mortar stores to e-commerce; the availability and
terms of financing and capital and the general volatility of securities markets;
compliance with applicable laws, including those concerning the environment and
access by persons with disabilities; the risks related to not having adequate
insurance to cover potential losses; the risks related to our organizational
structure and limitations of stock ownership; changes in the market value of
securities; terrorist attacks or actions and/or cyber-attacks; failure to
qualify and maintain our qualification as a REIT and the risks of changes in
laws affecting REITs; and other risks and uncertainties detailed from time to
time in our filings with the SEC, including our 2020 Form 10-K filed on February
16, 2021. While forward-looking statements reflect our good faith beliefs, they
are not guarantees of future performance. We undertake no obligation to update
our forward-looking statements or risk factors to reflect new information,
future events, or otherwise.
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