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First Potomac Announces Pricing of $110 Million Exchangeable Senior Notes.


BETHESDA, Md. -- First Potomac Realty Trust (NYSE NYSE

See: New York Stock Exchange
:FPO (For Position Only) A low-resolution image used to mark the placement of the final image. During the draft stages of a publication, FPOs are often used instead of the high-resolution images, which take up a significant amount of storage. ) (the Company) announced today that its Operating Partnership, First Potomac Realty Investment Limited Partnership, has priced an offering of $110 million aggregate principal amount of exchangeable senior notes due 2011 to qualified institutional buyers in accordance with Rule 144A Rule 144A

A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves.
 under the Securities Act of 1933, as amended. The Operating Partnership has granted the initial purchasers an option to purchase up to an additional $15 million in principal amount of notes, exercisable within a 13-day period beginning on and including the first date of original issuance of the notes, to cover over-allotments, if any.

The notes will bear interest at a rate of 4.0% per year, payable semi-annually beginning June 15, 2007, and mature on December 15, 2011. The notes will have an initial exchange rate of 27.6855 Company common shares per $1,000 principal amount of the notes, representing an exchange price of approximately $36.12 per common share, which is an exchange premium of approximately 20% based on the last reported sale price on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 of $30.10 per Company common share on December 5, 2006. The initial exchange rate is subject to adjustment under certain circumstances. The notes will be exchangeable for cash up to their principal amount and cash or the Company's common shares, at the Company's option, in respect of the remainder, if any, of the exchange value in excess of such principal amount. The notes will be the senior unsecured obligations of the Operating Partnership, guaranteed by the Company. Closing of the sale of the notes is expected to occur on December 11, 2006.

The Operating Partnership intends to use the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 from the offering to repay outstanding indebtedness under its credit facility, to purchase a capped call option from an affiliate of one of the initial purchasers ("the option counterparty") and for general corporate purposes, including future acquisitions. The capped call option permits the Operating Partnership to purchase Company common shares from the option counterparty at the strike price and is designed to reduce potential dilution potential dilution

The decrease in the proportional equity position of a share of stock that will occur eventually if additional authorized shares are actually issued.
 with respect to the Company's common shares upon exchange of the notes to the extent the then market value per Company common share exceeds the strike price during the observation period relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 an exchange of notes. To the extent the then market value per Company common share exceeds the cap price during the observation period relating to an exchange of notes, the reduction in potential dilution will be limited to the difference between the strike price and the cap price.

This notice does not constitute an offer to sell or a solicitation of an offer to buy any securities. The notes and any common shares of the Company issuable upon exchange of the notes will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

About First Potomac Realty Trust

First Potomac Realty Trust is a real estate investment trust (REIT REIT

See: Real Estate Investment Trust


REIT

See real estate investment trust (REIT).
) that focuses on owning and operating industrial and flex properties in the Washington, D.C. metropolitan area and other major markets in Virginia and Maryland. The Company's portfolio totals 10.4 million square feet. Its largest tenant is the U.S. Government.

Forward Looking Statements

The forward-looking statements contained in this press release are subject to various risks and uncertainties. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurance that its expectations will be achieved. Certain factors that could cause actual results to differ materially from the Company's expectations include changes in general or regional economic and market conditions; failure of customary closing conditions; the Company's ability to timely lease or re-lease space at current or anticipated rents; changes in interest rates; changes in operating costs operating costs nplgastos mpl operacionales ; the Company's ability to complete acquisitions on acceptable terms; and other risks detailed in the Company's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and described from time to time in the Company's filings with the SEC. Many of these factors are beyond the Company's ability to control or predict. Forward-looking statements are not guarantees of performance. For forward-looking statements herein, the Company claims the protection of the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 5, 2006
Words:750
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