Office Properties Income Trust · OTC:OPITQ

Office Properties Income Trust — Government Properties Income Trust — Merger or Acquisition (June 2017)

11 slides from Office Properties Income Trust's merger presentation, Jun 28, 2017

  1. Slide 1: Acquisition of First Potomac Realty Trust

    Exhibit 99.3 First Potomac Realty Trust property 11 Dupont Street NW, Washington, DC Square Feet: 150,805 Government Properties Income Trust Acquisition of First Potomac Realty Trust June 2017

  2. Slide 2: Disclaimer

    Disclaimer. THIS PRESENTATION CONTAINS FORWARD LOOKING STATEMENTS THAT ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES. FORWARD LOOKING STATEMENTS ARE GENERALLY IDENTIFIABLE BY USE OF FORWARD LOOKING TERMINOLOGY SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AN

  3. Slide 3: First Potomac Realty Trust acquisition overview

    First Potomac Realty Trust acquisition overview. • Aggregate transaction value of approximately $1.4 billion, in cash and including the repayment or assumption of FPO debt.  Cash consideration to be paid to FPO shareholders will be $11.15 per fully diluted common share.  Remaining transaction valu

  4. Slide 4: Summary of key benefits to GOV from FPO acquisition

    Summary of key benefits to GOV from FPO acquisition. INCREASED EXPOSURE TO THE METRO WASHINGTON, D.C. MARKET  Pro forma for the FPO acquisition, approximately 54.3% of GOV’s total annualized rental income was from properties located in the metropolitan Washington, D.C. market area, as compared to 2

  5. Slide 5: Metropolitan Washington, D.C. market

    Metropolitan Washington, D.C. market. Positive net absorption Q1 2017 National Office Clock(2) • Strong positive net absorption of 639,000 square feet in Q1 2017, with the strongest demand in the District of Columbia. (1) • Increasingly supply constrained Class B markets have seen vacancy decline to

  6. Slide 6: GOV greater metropolitan Washington, D.C. exposure

    GOV greater metropolitan Washington, D.C. exposure. GOV FPO Government Properties Income Trust 6

  7. Slide 7: GOV on a pro forma basis

    GOV on a pro forma basis. GOV + FPO Enterprise Value(1) $4.3 billion Consolidated Gross Assets $4.1 billion Equity Value(2) $2.1 billion % of Total Annualized Rental Income From Metro Washington, D.C. Market(3) 54.3% Occupancy 94.1% Number of Properties (Buildings)(3) 113 (170) Square Feet(3) 18.0 m

  8. Slide 8: Pro forma tenant creditworthiness

    Pro forma tenant creditworthiness. Top 20 Tenants All Tenants 8% 9% 28% Pro Forma 12% 60% 83% Government Other Investment Grade Non-Investment Grade and Not Rated Pro Forma Top 20 Tenant List Annualized % of Total Annualized Top Tenants Credit Rating Rental Income Rental Income U.S. Government Inves

  9. Slide 9: Financing detail

    Financing detail. • GOV expects to finance this acquisition on a long term basis through a combination of First Potomac Realty Trust property 1211 Connecticut First Potomac Avenue, NW, Washington, DC Realty property  The issuance of common shares, Square Feet: 130,862 1211 Connecticut Avenue, NW, W

  10. Slide 10: Future road map

    Future road map. • The FPO shareholder vote can take place as early as 30 days after the proxy has cleared the SEC and we expect to close by year end 2017.  GOV has the option to pursue the acquisition of FPO in a tender offer, which may decrease the time required to close.(1) • Work is ongoing wit

  11. Slide 11: Government Properties Income Trust

    First Potomac Realty Trust property 11 Dupont Street NW, Washington, DC Square Feet: 150,805 Government Properties Income Trust Acquisition of First Potomac Realty Trust June 2017

Government Properties Income Trust — Merger or Acquisition (June 2017) on 6ix