wre-20210726

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2021


WASHINGTON REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)


Maryland	001-06622	53-0261100
(State of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1775 EYE STREET, NW, SUITE 1000, WASHINGTON, DC 20006

(Address of principal executive office) (Zip code)

Registrant’s telephone number, including area code: (202) 774-3200

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of Beneficial Interest	WRE	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 26, 2021, Washington Real Estate Investment Trust (“WashREIT”) completed its previously announced disposition of twelve office assets (the “Office Portfolio”) for a sale price of $766.0 million, pursuant to a purchase and sale agreement with BPG Acquisitions, LLC, a Delaware limited liability company.

The Office Portfolio consists of the following twelve assets:

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

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following pro forma financial statements reflecting the Office Portfolio disposition described above and other probable dispositions and debt repayments are filed hereto:

1. WashREIT Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2021.

2. WashREIT Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and the twelve months ended December 31, 2020, 2019 and 2018.

(d) Exhibits

The following exhibits are furnished with this report on Form 8-K:


Exhibit No.			Description


99.1			Press Release issued July 26, 2021

Forward-Looking Statements

Statements in this Current Report on Form 8-K are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and 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. 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 the failure to enter into and/or complete contemplated acquisitions or dispositions (including the expected retail asset sales) within the price ranges anticipated and on the terms and timing anticipated, or at all; our ability to execute on our strategies, including new strategies with respect to our operations and our portfolio, including the acquisition of multifamily properties in the Southeastern markets, the repayment of debt and termination of interest rate swaps, on the terms anticipated, or at all; 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WASHINGTON REAL ESTATE INVESTMENT TRUST

(Registrant)

By:

/s/ W. Drew Hammond

(Signature)

W. Drew Hammond

Vice President, Chief Accounting Officer

July 26, 2021

(Date)

WASHINGTON REAL ESTATE INVESTMENT TRUST

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The unaudited consolidated pro forma financial information should be read in conjunction with WashREIT's Form 8-K filed with the Securities and Exchange Commission on July 15, 2021, reporting the disposition of the Office Portfolio; the consolidated financial statements and notes thereto included in WashREIT's Annual Report on Form 10-K for the twelve months ended December 31, 2020 and WashREIT's Quarterly Report on Form 10-Q for the three months ended March 31, 2021. In management's opinion, all adjustments necessary to reflect these dispositions and related transactions have been made.

The unaudited consolidated pro forma financial information is not necessarily indicative of what WashREIT's actual results of operations would have been had the transactions been consummated on the dates indicated, nor does it purport to represent WashREIT's results of operations or financial position for any future period. The pro forma results of operations for the periods ended December 31, 2020, 2019 and 2018 and March 31, 2021 are not necessarily indicative of the operating results for these periods.

The Office Portfolio, sold on July 26, 2021 for an aggregate contract sale price of $766.0 million (exclusive of closing costs) consists of 12 office assets as follows: