8-K

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):  September 9, 2014

SELECT INCOME REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-35442	45-4071747
(Commission File Number)	(IRS Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

617-796-8303

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2 below):

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

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

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

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

In this Current Report on Form 8-K, the terms “the Company,” “we,” “us” and “our” refer to Select Income REIT.

Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2014, we entered into a joinder agreement, or the Joinder Agreement, to the Company’s commitment letter with Citigroup Global Markets Inc., or Citi, UBS AG, Stamford Branch, or UBS, and UBS Securities LLC, dated August 30, 2014, or the Commitment Letter, previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 2, 2014.  The Joinder Agreement amended the Commitment Letter to, among other things, add Bank of America, N.A., or Bank of America, Royal Bank of Canada, or RBC, Jefferies Finance LLC, or Jefferies, and Morgan Stanley Bank, N.A., or Morgan Stanley, as additional financial institutions providing the commitments thereunder. Citi and UBS, the Arrangers under the Commitment Letter, have acknowledged that a “Successful Syndication” (as such term is used in the Commitment Letter) has been achieved upon execution of the Joinder Agreement.

The foregoing description of the Joinder Agreement is not complete and is subject to and qualified in its entirety by reference to the Joinder Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Information Regarding Certain Relationships and Related Transactions

Affiliates of Citi, UBS, Bank of America, RBC, and Morgan Stanley are lenders to us under our revolving credit facility and term loan agreement.  UBS Securities LLC has acted and is acting as our financial advisor in connection with the Merger (as defined below) and the proposed sale of the entities owning 23 healthcare properties to be acquired by us in the Merger to Senior Housing Properties Trust.  Citi, UBS, Bank of America, RBC, Jefferies and Morgan Stanley and their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other commercial dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, Citi, UBS, Bank of America, RBC, Jefferies and Morgan Stanley and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Citi, UBS, Bank of America, RBC, Jefferies and Morgan Stanley and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Additional Information about the Proposed Transaction and Where to Find It

On August 30, 2014, we, SC Merger Sub LLC, a Maryland limited liability company and our wholly owned subsidiary, or Merger Sub, and Cole Corporate Income Trust, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for U.S. federal income tax purposes, or CCIT, entered into an Agreement and Plan of Merger, or the Merger Agreement, which provides for the merger of CCIT with and into Merger Sub, with Merger Sub surviving as our wholly owned subsidiary, or the Merger. In connection with the Merger, we expect to file with the SEC a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents with respect to the Merger with respect to both us and CCIT.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) IF AND WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

After the registration statement has been declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to the SIR shareholders and CCIT stockholders.  Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at www.sec.gov.  In addition, investors may

2

obtain free copies of our filings with the SEC from our website at www.sirreit.com and free copies of CCIT’s filings with the SEC from its website at www.colecapital.com.

Participants in Solicitation relating to the Merger

The Company, our Trustees and certain of our executive officers, CCIT, its directors and certain of its executive officers and Reit Management & Research LLC, our manager, and Cole Corporate Income Advisors, LLC, CCIT’s advisor, and certain of their directors, officers and employees may be deemed participants in the solicitation of proxies from our shareholders in respect of the approval of the issuance of our common shares in the Merger and from CCIT’s stockholders in respect of the approval of the Merger.  Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of our shareholders and CCIT’s stockholders in connection with the proposed Merger will be set forth in the joint proxy statement/prospectus and the other relevant documents to be filed with the SEC.  You can find information about our Trustees and executive officers in the Proxy Statement.  You can find information about CCIT’s directors and executive officers in its definitive proxy statement filed with the SEC on Schedule 14A on April 8, 2014.  These documents are available free of charge on the SEC’s website and from us or CCIT, as applicable, using the sources indicated above.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

10.1Joinder Agreement to Senior Unsecured Bridge Loan Commitment Letter, dated as of September 9, 2014, by and among Citigroup Global Markets Inc., UBS AG, Stamford Branch, UBS Securities LLC, Bank of America, N.A., Royal Bank of Canada, Jefferies Finance LLC, and Morgan Stanley Bank, N.A.

3

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.

	SELECT INCOME REIT
	By:	/s/ John C. Popeo
	Name:	John C. Popeo
	Title:	Treasurer and Chief Financial Officer
Date:  September 15, 2014

4

EX-10.1

Exhibit 10.1

CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013	UBS AG, STAMFORD BRANCH 677 Washington Boulevard Stamford, CT 06901
	UBS SECURITES LLC 677 Washington Boulevard Stamford, CT 06901

As of September 9, 2014

SELECT INCOME REIT Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458-2076 Attention:John C. Popeo Chief Financial Officer JEFFERIES FINANCE LLC 520 Madison Avenue New York, NY 10022 Attention:E. Joseph Hess Managing Director

BANK OF AMERICA, N.A. Corporate Debt Products — Real Estate IL4-135-06-11 135 S. LaSalle Street Chicago, Illinois 60603 Attention:Cheryl Sneor Vice President MORGAN STANLEY BANK, N.A. One Utah Center 201 South Main Street, 5th Floor Salt Lake City, Utah 84111 Attention:Steve Delany

ROYAL BANK OF CANADA

3 World Financial Center

200 Vesey Street, 12th Floor

New York, NY 10281

Attention:Sheena Lee

Associate

Select Income REIT
$1,000,000,000 Senior Unsecured Bridge Loan Commitment Letter
JOINDER AGREEMENT

Ladies and Gentlemen:

Reference is made to the Senior Unsecured Bridge Loan Commitment Letter dated as of August 30, 2014 (together with the exhibits and annexes attached thereto and as amended and otherwise modified from time to time, the “Commitment Letter”) between Citigroup Global Markets Inc. (“CGMI”) on behalf of Citi (as defined below), and UBS AG, Stamford Branch (“UBS Bank”; and individually and collectively with UBS Securities LLC (“UBS Securities”), as the context may require, “UBS”, and, together with CGMI, each in its capacity as a Commitment Party, the “Initial Commitment Parties”) and Select Income REIT (the “Borrower”).  Capitalized terms used but not defined herein are used with the meanings assigned to them in the Commitment Letter.  This Joinder Agreement to Senior Unsecured Bridge Loan Commitment Letter (this “Joinder Agreement”) sets forth the understanding and agreement of the parties hereto regarding the joinder of each party identified on the signature pages hereof as an “Additional Commitment Party” (collectively, the “Additional Commitment Parties” and, together with the Initial Commitment Parties, the “Commitment Parties”) to the Commitment Letter.

For the purposes of this Joinder Agreement and the Commitment Letter, “Citi” shall mean CGMI, Citibank, N.A., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein and such affiliates shall be entitled to the benefits afforded to Citi hereunder.

Each Additional Commitment Party (a) commits, on a several but not joint basis, on the terms and conditions set forth herein and in the Commitment Letter, to provide a portion of the Facility in the principal amount specified on its signature page hereto (such amount its “Maximum Commitment Amount”) and (b) shall become a party to the Commitment Letter and shall be deemed a “Commitment Party” thereunder and its commitment hereunder shall be deemed a “commitment” thereunder with the same force and effect as if originally named therein as a Commitment Party and having all the benefits, rights, remedies and protective provisions afforded to a Commitment Party thereunder and having all the same duties and obligations of a Commitment Party thereunder and owed all the duties and obligations of the Borrower to the Commitment Parties thereunder.  The commitment of each Commitment Party to provide a portion of the Facility under this Joinder Agreement or the Commitment Letter is referred to herein as its “Commitment” and collectively as the “Commitments”.  Each Additional Commitment Party’s commitments and agreements hereunder are subject solely to the conditions precedent set forth in Section 1(c) of the Commitment Letter and the conditions precedent contained in the section entitled “Conditions Precedent to Funding” in Annex I of the Commitment Letter (subject in all respects to the Certain Funds Provision).

On or promptly following the date hereof, in connection with the primary syndication of the Facility by the Arrangers, the Arrangers shall allocate (the “Commitment Allocation”) the Commitments among the Commitment Parties; provided, however, that pursuant to the Commitment Allocation (i) the Commitment allocated to any Additional Commitment Party shall not exceed its Maximum Commitment Amount, (ii) any reduction of the Additional Commitment Parties’ Commitments below their respective Maximum Commitment Amounts shall be in accordance with the terms of the Commitment Letter and (iii) the aggregate Commitments of all the Commitment Parties shall not be less than $1,000,000,000 (unless reduced pursuant to the Commitment Letter) or exceed $1,000,000,000.  On the date of the Commitment Allocation the Arrangers shall notify the Additional Commitment Parties and the Borrower of the Commitment Allocation in the form of Schedule I hereto (the “Commitment Schedule”), whereupon the Commitments of the Initial Commitment Parties under the Commitment Letter (as in effect immediately prior to the execution hereof) shall, in accordance with the Commitment Letter, be reduced, on a ratable basis, dollar-for-dollar, by the aggregate amount of the Commitments of the Additional Commitment Parties pursuant to the Commitment Allocation, such that the Commitment of each Commitment Party shall be as set forth in the Commitment Schedule and such Commitment Schedule shall be deemed incorporated into this Joinder Agreement.

As consideration for the Commitments of each Additional Commitment Party, the Borrower agrees to pay (without duplication) the fees as set forth in Annex I of the Commitment Letter, which shall be the only fees payable to the Additional Commitment Parties in connection with the Facility.

Each Additional Commitment Party agrees that the syndication of the Facility shall be managed by the Arrangers on the terms set forth in the Commitment Letter.  Each Additional Commitment Party acknowledges and agrees that it shall not engage, nor shall it authorize any person on its behalf to engage, in any secondary selling or any solicitation of offers to purchase loans or commitments with respect to the Facility until such time as the Arrangers declare the primary syndication of the Facility to be complete.  Furthermore, each Additional Commitment Party represents that its Commitment represents a commitment from such Additional Commitment Party only, and does not in any way include a commitment or other arrangement from any other unaffiliated institution.  Each Arranger acknowledges the completion of a Successful Syndication upon the execution and delivery of this Joinder Agreement by all of the parties hereto.

Each party hereto agrees that each Additional Commitment Party shall be bound by the terms and conditions of the Commitment Letter, and shall have all the rights and obligations with respect to its Commitment, to the extent set forth therein; provided, however, that this paragraph shall not apply to, and the Additional Commitment Parties shall not have any rights or benefits with respect to, (a) roles or titles assigned

2

to the Arrangers pursuant to the Commitment Letter, (b) the provisions of the Commitment Letter applicable to the Arrangers and the Administrative Agent in their capacities as such and (c) any provisions of the Fee Letter.

This Joinder Agreement may not be assigned by any party hereto without the prior written consent of each other party hereto (and any purported assignment without such consent shall be null and void); provided, however, that a Commitment Party may (i) assign its Commitment only in a syndication as permitted by and pursuant to the Commitment Letter and (ii) each Additional Commitment Party shall have its commitments reduced on the same basis as Citi and UBS as set forth in Section 3 of the Commitment Letter and the section entitled “Mandatory Prepayments and Commitment Reductions” in Annex I to the Commitment Letter.  This Joinder Agreement is intended to be solely for the benefit of the parties hereto (and the Indemnified Persons) and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Indemnified Persons).

Following the execution and delivery of this Joinder Agreement by each of the parties hereto, the Commitment Letter and this Joinder Agreement shall be construed as a single instrument to the extent necessary to give effect to the provisions hereof and thereof.  Notwithstanding any provision hereof or of the Commitment Letter, it is agreed and understood that all obligations of each of the Commitment Parties, whether pursuant hereto or pursuant to the Commitment Letter, shall be several and not joint obligations.

Each Additional Commitment Party acknowledges that it has, independently and without any reliance upon either Arranger or any of its affiliates, or any of its officers, directors, employees, agents, advisors or representatives, and based on the financial statements of the Borrower and its consolidated subsidiaries and the Target and such other documents as it has deemed appropriate, made its own credit analysis and decision to provide a Commitment and enter into this Joinder Agreement.

This Joinder Agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each party hereto.  This Joinder Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile transmission or by “.pdf” or similar electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Each party hereto agrees that this Joinder Agreement and its contents are subject to the indemnification, jurisdiction, service of process, governing law, waiver of jury trial and confidentiality provisions of the Commitment Letter.

All Commitments of the Additional Commitment Parties shall continue until the Termination Date.  The Commitments of the Additional Commitment Parties hereunder shall be superseded by the commitments in respect of the Facility set forth in the Operative Documents.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof by returning to us an executed counterpart hereof.

[Balance of Page Intentionally Left Blank.]

3

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By	/s/ David Bouton
	Name: David Bouton
	Title: Managing Director
UBS AG, STAMFORD BRANCH
By	/s/ Kevin T. Pluff
	Name: Kevin T. Pluff
	Title: Managing Director
	Leveraged Capital Markets
By	/s/ John Stroll
	Name: John Stroll
	Title: Director
UBS SECURITIES LLC
By	/s/ Kevin T. Pluff
	Name: Kevin T. Pluff
	Title: Managing Director
	Leveraged Capital Markets
By	/s/ John Stroll
	Name: John Stroll
	Title: Director

[Signatures Continued on Next Page.]

[Signature Page to Joinder Agreement]

BANK OF AMERICA, N.A., as an Additional Commitment Party
By	/s/ Cheryl Sneor
	Name: Cheryl Sneor
	Title: Vice President
Maximum Commitment Amount: $166,666,666.67

[Signatures Continued on Next Page.]

[Signature Page to Joinder Agreement]

ROYAL BANK OF CANADA, as an Additional Commitment Party
By	/s/ Joshua Freedman
	Name: Joshua Freedman
	Title: Authorized Signatory
Maximum Commitment Amount: $166,666,666.67

[Signatures Continued on Next Page.]

[Signature Page to Joinder Agreement]

JEFFERIES FINANCE LLC, as an Additional Commitment Party
By	/s/ J. Paul McDonnell
	Name:	J. Paul McDonnell
	Title:	Managing Director
Maximum Commitment Amount: $166,666,666.67

[Signatures Continued on Next Page.]

[Signature Page to Joinder Agreement]

MORGAN STANLEY BANK, N.A., as an Additional Commitment Party
By	/s/ Subhalakshmi Ghosh-Kohli
	Name:	Subhalakshmi Ghosh-Kohli
	Title:	Authorized Signatory
Maximum Commitment Amount: $166,666,666.67

[Signatures Continued on Next Page.]

[Signature Page to Joinder Agreement]

ACCEPTED AND AGREED
on September 9, 2014:

SELECT INCOME REIT

By	/s/ David M. Blackman
	Name: David M. Blackman
	Title: President and Chief Operating Officer

[Signature Page to Joinder Agreement]

Schedule I
to Joinder Agreement to Commitment Letter

Commitments

Commitment Party	Commitment
Citi	$	166,666,666.68
UBS	$	166,666,666.68
Bank of America, N.A.	$	166,666,666.66
Royal Bank of Canada	$	166,666,666.66
Jefferies Finance LLC	$	166,666,666.66
Morgan Stanley Bank, N.A.	$	166,666,666.66
Total:	$	1,000,000,000.00

1