Item 2.01. Completion of Acquisition or Disposition of Assets.
The merger, or the Merger, of us with and into GOV MS REIT, or Merger Sub, a Maryland real estate investment trust and a wholly owned subsidiary of Government Properties Income Trust, or GOV, a Maryland real estate investment trust, with Merger Sub as the surviving entity in the Merger, pursuant to the Agreement and Plan of Merger, dated as of September 14, 2018, or the Merger Agreement, by and among GOV, Merger Sub and us, was consummated and became effective at 4:01 p.m., Eastern time, on Monday, December 31, 2018. At the effective time of the Merger, our separate existence ceased.
Pursuant to the terms set forth in the Merger Agreement, at the effective time of the Merger, GOV issued to our shareholders 1.04 common shares of beneficial interest, $.01 par value per share, of GOV for each common share of beneficial interest, $.01 par value per share, of us, or our common shares, issued and outstanding immediately prior to the effective time of the Merger (other than our common shares held by GOV or any of our or GOVs wholly owned subsidiaries), with cash paid in lieu of fractional shares. Pursuant to the Merger Agreement, at the effective time of the Merger, any outstanding unvested common share awards under our equity compensation plan were converted into awards under GOVs equity compensation plan, subject to substantially similar vesting requirements and other terms and conditions, of a number of GOV common shares determined by multiplying the number of our unvested common shares subject to such award by 1.04 (rounded down to the nearest whole number).
The foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the copy of the Merger Agreement that was previously filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, on September 17, 2018, which is incorporated herein by reference.
Additionally, immediately prior to the effective time of the Merger, we fully repaid our obligations under, and terminated, our unsecured revolving credit facility.
Information Regarding Certain Relationships and Related Person Transactions
Prior to the effective time of the Merger, when our separate existence ceased, we had relationships and historical and continuing transactions with Office Properties Income Trust (formerly known as GOV), The RMR Group LLC, The RMR Group Inc. and others related to them. For information about these and other such relationships, see our definitive joint proxy statement/prospectus filed on November 16, 2018, as supplemented from time to time, or the Joint Proxy Statement/Prospectus, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, or our Quarterly Report, our Annual Report on Form 10-K for the year ended December 31, 2017, or our Annual Report, our definitive Proxy Statement for our 2018 Annual Meeting of Shareholders, or our Proxy Statement, and our other filings with the SEC, including the sections captioned SummaryInterests of GOV and SIR Trustees, Executive Officers and Manager in the Merger and the Other Transactions and The MergerInterests of GOV and SIR Trustees, Executive Officers and Manager in the Merger and the Other Transactions, of the Joint Proxy Statement/Prospectus, Notes 12 and 13 to our condensed consolidated financial statements included in our Quarterly Report and the sections captioned Managements Discussion and Analysis of Financial Condition and Results of OperationsRelated Person Transactions and Warning Concerning Forward Looking Statements of our Quarterly Report, Notes 13 and 14 to our consolidated financial statements included in our Annual Report and the sections captioned Business, Managements Discussion and Analysis of Financial Condition and Results of OperationsRelated Person Transactions and Warning Concerning Forward Looking Statements of our Annual Report and the section captioned Related Person Transactions and the information regarding our Trustees and executive officers included in our Proxy Statement. In addition, see the sections captioned Risk Factors of the Joint Proxy Statement/Prospectus and of our Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. Our filings with the SEC and copies of certain of our agreements with these related persons are available as exhibits to our filings with the SEC and accessible at the SECs website, www.sec.gov.
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