Filed Pursuant to Rule 253(g)(2)
File No. 024-10563
HC GOVERNMENT REALTY TRUST, INC.
SUPPLEMENT NO. 1 DATED DECMBER 21, 2017
TO THE OFFERING CIRCULAR DATED DECEMBER 18, 2017
This
document supplements, and should be read in conjunction with, the
offering circular of HC Government Realty Trust, Inc.
(“we,” “our” or “us”), dated
December 18, 2017 and filed by us with the Securities and Exchange
Commission, or the Commission, on December 18, 2017, as
supplemented, or the Offering Circular. Unless otherwise defined in
this supplement, capitalized terms used in this supplement shall
have the same meanings as set forth in the Offering Circular. If
any statement in this supplement contradicts or conflicts with the
Offering Circular, then this supplement shall control.
The purpose of this supplement is to disclose
our change in our managing broker-dealer and related changes
to the offering of our common stock pursuant to the Offering
Circular, or the Offering.
Change in Our Dealer-Manager
On
December 20, 2017, SANDLAPPER Securities, LLC, or SANDLAPPER,
assigned all of its rights and obligations, or the MBD Assignment,
under the Managing Broker-Dealer Agreement dated March 28, 2017 by
and between SANDLAPPER and us, or the MBD Agreement, to Boustead
Securities, LLC, or Boustead. Pursuant to the MBD Assignment,
Boustead replaced SANDLAPPER as our managing broker-dealer for the
Offering. In connection with the change in our managing
broker-dealer, we have revised the subscription agreement for the
Offering, or the Subscription Agreement, to disclose that completed
Subscription Agreements will be sent by your broker-dealer or
registered investment advisor, as applicable, to our managing
broker-dealer at the address set forth on the Subscription
Agreement or to such other person and address, as mutually agreed
upon between your broker-dealer or registered investment advisor,
as applicable, and us. Broker-dealers desiring
to become members of the selling group for the Offering will be
required to execute a participating dealer agreement with Boustead,
as our managing broker-dealer. In connection with the above,
SANDLAPPER has assigned its rights and obligations under the escrow
agreement for the Offering, or the Escrow Agreement, to Boustead.
No other changes to the Offering have occurred and the maximum
underwriting compensation did not change as a result of the changes
discussed herein.
The
foregoing is a summary and is qualified in its entirety by the MBD
Agreement, incorporated by reference to Exhibit 1.1 to our Current
Report on Form 1-U filed April 25, 2017, the MBD Assignment,
incorporated by reference to Exhibit 1.1 to our Current Report on
Form 1-U filed December 21, 2017, the form of Subscription
Agreement, incorporated by reference to Exhibit 4.1 to our Current
Report on Form 1-U filed December 21, 2017, and the Escrow
Assignment, incorporated by reference to Exhibit 8.1 to our Current
Report on Form 1-U filed December 21, 2017.