Easterly Government Properties, Inc. (NYSE: DEA) (the “Company”), 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 an underwritten public offering of 6,300,000 shares of its common stock in connection with the forward sale agreements described below. In connection with the offering, the underwriters have been granted a 30-day option to purchase up to an additional 945,000 shares of common stock.
RBC Capital Markets and BMO Capital Markets are acting as joint book-running managers for the offering.
As part of the offering, the Company expects to enter into forward sale agreements with each of Royal Bank of Canada and Bank of Montreal (collectively, the “forward purchasers”) with respect to 6,300,000 shares of its common stock (and expects to enter into additional forward sale agreements with respect to an additional 945,000 shares if the underwriters exercise their option to purchase additional shares in full). In connection with the forward sale agreements, the forward purchasers and/or their affiliates are, at the Company’s request, borrowing from third parties and selling to the underwriters (when acting in such capacity, collectively, the “forward sellers”) 6,300,000 shares of the Company’s common stock (or an aggregate of 7,245,000 shares if the underwriters exercise their option to purchase additional shares in full) in connection with the forward sale agreements.
Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon one or more physical settlements of the forward sale agreements on one or more dates specified by the Company, which the Company expects will occur within approximately one year, up to 6,300,000 shares of the Company’s common stock (or an aggregate of 7,245,000 shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers equal to the initial forward sale price set forth in the prospectus supplement relating to the offering, subject to certain adjustments as provided in the forward sale agreements.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward sellers or their affiliates. The Company expects to use the net proceeds, if any, it receives upon the future settlement of the forward sale agreements for general corporate purposes, which may include acquisition, development, redevelopment or improvement of properties; full or partial repayment of debt; capital expenditures; working capital; and other general corporate or business purposes.
Copies of the prospectus supplement and related prospectuses for this offering can be obtained from RBC Capital Markets, Attn: Prospectus Department, at Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822-4089; and BMO Capital Markets, Attention: Equity Syndicate Department, 3 Times Square, New York, New York 10036, telephone: 1-800-414-3627 or by emailing email@example.com.
This offering is being made pursuant to an effective shelf registration statement and related prospectus filed by the Company with the Securities and Exchange Commission (“SEC"”). A prospectus supplement relating to the offering will be filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities 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 jurisdiction.
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 this offering on the terms described or 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 February 24, 2021. 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 expectations.
Easterly Government Properties, Inc.
Lindsay S. Winterhalter
Vice President, Investor Relations & Operations