UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

GOVERNMENT INCOME PROPERTIES TRUST

(Exact name of registrant as specified in its charter)

 

Maryland

 

26-4273474

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA

 

02458-1634

(Address of principal executive offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

 

 

 

5.875% Senior Notes due 2046

 

The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box: x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box: o

 

Securities Act registration statement file number to which this form relates (if applicable): Not applicable

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


 

EXPLANATORY NOTE

 

Government Properties Income Trust, or the Company, is filing this Form 8-A in connection with the transfer of the listing of its 5.875% Senior Notes due 2046, or the Notes, from the New York Stock Exchange to The NASDAQ Stock Market LLC.

 

Item 1.  Description of Registrant’s Securities to be Registered.

 

A description of the Notes is contained in the Prospectus Supplement dated May 19, 2016 under the caption “Description of the Notes” at pages S-6 through S-10 and S-26 through S-28 thereof, filed with the Securities and Exchange Commission, or the SEC, on May 23, 2016, which supplements the description in the Prospectus dated July 12, 2013 under the caption “Description of Debt Securities” at pages 6 through 16 thereof, related to the Company’s Registration Statement on Form S-3 (File No. 333-189923) initially filed with the SEC on July 12, 2013.  The descriptions in such Prospectus Supplement and Prospectus are incorporated herein by reference.

 

Item 2. Exhibits

 

Exhibit
Number

 

Description

 

 

 

4.1

 

Indenture, dated as of August 18, 2014, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K dated August 18, 2014.)

 

 

 

4.2

 

Supplemental Indenture No. 2, dated as of May 26, 2016, between the Company and U.S. Bank National Association, including the form of 5.875% Senior Notes due 2046. (Incorporated by reference to the Company’s Current Report on Form 8-K dated May 26, 2016.)

 

 

 

4.3

 

Authentication Order, dated June 22, 2016, from the Company to U.S. Bank National Association. (Filed herewith.)

 

2


 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

GOVERNMENT PROPERTIES INCOME TRUST

 

 

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

Name:

Mark L. Kleifges

 

Title:

Chief Financial Officer and Treasurer

 

Dated: June 30, 2016

 

3

Exhibit 4.3

 

GOVERNMENT PROPERTIES INCOME TRUST

Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634

 

Authentication Order

 

June 22, 2016

 

U.S. Bank National Association

One Federal Street, Third Floor

Boston, Massachusetts 02110

Attention:  Corporate Trust Department

 

Dear Sirs:

 

We have heretofore delivered to you, or deliver herewith, the following items pursuant to the Indenture, dated as of August 18, 2014 (the “Base Indenture”), and the Supplemental Indenture No. 2, dated as of May 26, 2016 (the “Supplemental Indenture”), each between Government Properties Income Trust, a Maryland real estate investment trust (the “Company”), and you, as Trustee:

 

1.                                       The Officers’ Certificate relating to the Supplemental Indenture and the Company’s 5.875% Senior Notes due 2046 (the “Notes”) required by and in accordance with Sections 102, 303 and 901 of the Base Indenture, having attached thereto the resolutions of the Board of Trustees of the Company or duly authorized committee thereof relating to the Notes, required by Sections 301, 303 and 901 of the Base Indenture.

 

2.                                       The Opinion of Counsel, as defined in the Base Indenture, relating to the Notes required by and in accordance with Sections 102 and 303 of the Base Indenture.

 

3.                                       Certificate representing $310,000,000 aggregate principal amount of Notes executed by the proper officers of the Company as provided in the Supplemental Indenture.

 

Pursuant to Section 303 of the Base Indenture, you are hereby requested to (i) authenticate, in the manner provided by the Base Indenture, a certificate in global form representing $310,000,000 aggregate principal amount of Notes registered in the name of “CEDE & CO.”, as requested by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives (in such capacity, the “Representatives”) of the underwriters (the “Underwriters”) named in Schedule A to the Underwriting Agreement, dated as of May 19, 2016, between the Company and the Underwriters, and (ii) when the Notes have been so authenticated and registered, hold the Notes as custodian for The Depository Trust Company, as instructed by one or more of the Representatives.

 


 

Further, the Company delivers herewith Global Note No. R-2 (“Note R-2”). You are instructed to replace the original Global Note bearing certificate “No. R-1” with Note R-2, and to hold Note R-2 in accordance with the instructions delivered to you in this Authentication Order, dated June 22, 2016. Note R-2 is being delivered to you in order to reflect the revised aggregate principal amount of the Notes issued and sold by the Company to the Underwriters resulting from the Underwriters’ partial exercise of their option to purchase up to $45,000,000 in principal amount of the Notes, granted pursuant to Section 2(b) of the Underwriting Agreement, of which amount the Underwriters have partially exercised their option to purchase $10,000,000 in principal amount of the Notes. Upon replacing the Global Note bearing certificate “No. R-1” with Note R-2 in accordance with the foregoing instructions, you are instructed to return the original Global Note to the Company, upon which return the Company shall promptly destroy such original Global Note.

 


 

 

Very truly yours,

 

 

 

GOVERNMENT PROPERTIES INCOME

 

TRUST

 

 

 

 

 

By:

/s/ David M. Blackman

 

 

David M. Blackman

 

 

President and Chief Operating Officer

 

 

 

 

 

By:

/s/ Mark L. Kleifges

 

 

Mark L. Kleifges

 

 

Chief Financial Officer and Treasurer

 

 

 

 

RECEIPT of the Notes is hereby

 

acknowledged:

 

 

 

U.S. BANK NATIONAL ASSOCIATION,

 

as Trustee

 

 

 

 

 

By:

/s/ David W. Doucette

 

 

Name:

David W. Doucette

 

 

Title:

Vice President

 

 

 

 

Dated: June 22, 2016

 

 

[Signature Page: Authentication Order]