Subsequent Events

The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions:

Tender Offer

On April 15, 2014, the Company offered to purchase up to 23,255,814 shares of its common stock at a price of $10.75 per share (the “Tender Offer”). The Tender Offer closed on May 12, 2014, and based on the preliminary count by the paying agent and depository as of that date, the Company will accept for purchase 12,903,858 shares of its common stock validly tendered and not properly withdrawn prior to the expiration of the Tender Offer at a price of $10.75 per share, for an aggregate of approximately $138.7 million. The Company will fund the Tender Offer using cash on hand. As preliminary results for the Tender Offer were below the maximum amount offered for purchase, the Company will repay funds drawn on the Amended Facility in connection with the Tender Offer as described below.

Changes to Monthly Distributions

The board of directors authorized, and the Company declared, a modified annualized dividend of $0.46 per share per annum to replace the Company's $0.605 per share per annum dividend beginning with the April 2014 distribution. Beginning with the April 2014, such distributions will be paid to stockholders of record at the close of business on the 8th day of each month, payable on the 15th day of such month.

Universal Automatic Shelf Registration Statement

On April 18, 2014 the Company filed a universal automatic shelf registration statement that was automatically declared effective and achieved well-known seasoned issuer status.

Amendment to Advisory Agreement

On April 15, 2014, the Company entered into the Sixth Amended and Restated Advisory Agreement by and among the Company, the OP and the Advisor, which, among other things, (i) reduces the asset management fee from 0.75% per annum of average invested assets to 0.50% per annum of average invested assets up to $3.0 billion and 0.40% per annum of average invested assets above $3.0 billion; (ii) permits the asset management fee to be paid in the form of cash, OP units, and shares of restricted common stock of the Company, or a combination thereof, at the Advisor’s election; (iii) terminates the acquisition fee and financing coordination fee 180 days after Listing, except for fees with respect to properties under contract, letter of intent or under negotiation as of the termination date; and (iv) terminated the subordinated termination fee.

Contribution and Exchange Agreement

In connection with the Listing, the Advisor, as the holder of a class of common units of equity ownership of the OP, referred to as Class B Units, has the right to make a capital contribution to the OP in exchange for OP units. Pursuant to a Contribution and Exchange Agreement entered into between the Advisor and the OP dated April 15, 2014, the Advisor contributed $0.8 million in cash to the OP in exchange for 83,333 OP units of the OP.

Multi-Year Outperformance Plan Agreement

On April 15, 2014 (the "Effective Date") in connection with the Listing, the Company entered into a Multi-Year Outperformance Agreement (the “OPP”) with the OP and the Advisor. Under the OPP, the Advisor was issued 8,880,579 LTIP units in the OP with a maximum award value on the issuance date equal to 5.0% of the Company’s market capitalization (the “OPP Cap”). The LTIP units are structured as profits interest in the OP. The Advisor will be eligible to earn a number of LTIP units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and common stock distributions, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-year Period”); each 12-month period during the Three-Year Period (the “One-Year Periods”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:



			Performance Period	Annual Period	Interim Period
Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period:			21%	7%	14%
Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:
	•	100% will be earned if cumulative Total Return achieved is at least:	18%	6%	12%
	•	50% will be earned if cumulative Total Return achieved is:	—%	—%	—%
	•	0% will be earned if cumulative Total Return achieved is less than:	—%	—%	—%
	•	a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:	0% - 18%	0% - 6%	0%- 12%

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*The “Peer Group” is comprised of the companies in the SNL US REIT Office Index.

The potential outperformance award is calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. The award earned for the Three-Year Period is based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period is based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Performance Period will be forfeited.

Subject to the Advisor’s continued service through each vesting date, 1/3 of any earned LTIP units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Until such time as the LTIP Units are fully vested in accordance with the provisions of the OPP, the LTIP Units are entitled to distributions equal to 10% of the distributions made on OP units. After the LTIP Units are fully vested, they are entitled to a catch-up distribution and then the same distributions as the OP units. At the time the Advisor’s capital account with respect to the LTIP Units is economically equivalent to the average capital account balance of the OP units and has been earned and has been vested for 30 days, the applicable LTIP Units will automatically convert into OP units on a one-to-one basis.

The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three-Year Period. The OPP also provides for accelerated vesting of earned LTIP Units in the event Advisor is terminated or in the event of a change in control of the Company on or following the end of the Three-Year Period.

Amendments to Unsecured Revolving Credit Facility

On April 14, 2014, the Company, through the OP, entered into an amendment to the credit facility ("Amended Facility"). The Amended Facility allows for total borrowings of up to $705.0 million with a $305.0 million term loan and a $400.0 million revolving loan. The Amended Facility contains an "accordion feature" to allow the Company, under certain circumstances, to increase the aggregate loan borrowings to up to $1.0 billion of total borrowings. The Amended Facility, among other things, (i) permits the issuance of a listing note to the SLP following the Listing, (ii) modifies the distribution covenant to account for the suspension of the Company’s DRIP; (iii) permits the issuance of LTIP Units to the Advisor and (iv) modifies certain other terms of the Amended Facility to allow the Company to make additional restricted payments, including in connection with the Company’s previously announced Tender Offer. On May 5, 2014, the Company borrowed $68.0 million under the Amended Facility in anticipation of full participation in the Tender Offer.