UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Current
Report Pursuant to Regulation A
Date
of Report: December 20, 2017
(Date
of earliest event reported)
HC
GOVERNMENT REALTY TRUST, INC.
(Exact
name of issuer as specified in its charter)
Maryland
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51-1867397
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1819
Main Street, Suite 212
Sarasota,
Florida 34236
(Full
mailing address of principal executive offices)
(941)
955-7900
(Issuer’s
telephone number, including area code)
ITEM 9. OTHER EVENTS
The
disclosure below describes our change in our managing broker-dealer
and related changes to the offering, or the Offering, of our common
stock pursuant to the Offering Circular filed with the United
States Securities and Exchange Commission on December 18, 2017, as
supplemented.
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, or the Escrow
Assignment, 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 this Current Report on
Form 1-U, the form of Subscription Agreement, incorporated by
reference to Exhibit 4.1 to this Current Report on Form 1-U, and
the Escrow Assignment, incorporated by reference to Exhibit 8.1 to
this Current Report on Form 1-U.
SIGNATURES
Pursuant to the
requirements of Regulation A, the issuer has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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HC Government Realty Trust,
Inc.,
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a Maryland
corporation |
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By:
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/s/
Robert
R. Kaplan
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Name:
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Robert R.
Kaplan
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Its:
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President
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Date:
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December 20,
2017 |
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Exhibit Index
Exhibit
No.
Description of Exhibit
1.1
Assignment
Agreement by and among HC Government Realty Trust, Inc., SANDLAPPER
Securities, LLC and Boustead Securities, LLC, dated as of December
20, 2017.
1.2
Form of
Participating Dealer Agreement
4.1
Form of
Subscription Agreement
8.1
Assignment of
Escrow Agreement by and among HC Government Realty Trust, Inc.,
Branch Banking & Trust Company, Boustead Securities, LLC and
SANDLAPPER Securities, LLC, dated as of December 20,
2017.