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JBG SMITH Properties Announces Pricing of Public Offering of Common Shares

April 16, 2019

CHEVY CHASE, Md.--(BUSINESS WIRE)--Apr 15, 2019--JBG SMITH Properties (NYSE:JBGS) (the “Company” or “JBG SMITH”) today announced the pricing of an underwritten public offering of 10,000,000 common shares at a public offering price of $42.00 per share. The Company has also granted the underwriters a 30-day option to purchase an aggregate of up to an additional 1,500,000 common shares at the public offering price, solely to cover overallotments, if any. The Company estimates that the net proceeds from the offering, after deducting the underwriting discounts and commissions and other estimated offering expenses, will be approximately $410.6 million, or $472.3 million if the underwriters exercise their option to purchase additional shares in full.

The Company intends to use the net proceeds from the offering to fund development opportunities and for general corporate purposes, which may include paying down indebtedness. The shares are expected to be delivered on or about April 18, 2019, subject to customary closing conditions.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on July 2, 2018. A prospectus supplement and accompanying prospectus relating to the offering will be filed with the Securities and Exchange Commission.

Morgan Stanley, BofA Merrill Lynch and Goldman Sachs & Co. LLC are serving as joint book-running managers for the offering. A copy of the final prospectus supplement and the accompanying prospectus may be obtained, when available, from: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2 nd Floor, New York, NY 10014; BofA Merrill Lynch, 200 North College Street, 3rd Floor, Charlotte, NC 28225-0001, Attn: Prospectus Department, or by emailing dg.prospectus_requests@baml.com; or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About JBG SMITH

JBG SMITH is an S&P 400 company that owns, operates, invests in and develops assets concentrated in leading urban infill submarkets in and around Washington, DC. Our mixed-use operating portfolio comprises approximately 19 million square feet of high-quality office, multifamily and retail assets, 98% of which are Metro-served.

Forward Looking Statements

Certain statements contained herein may constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results of the Company may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximate”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “would”, “may” or similar expressions in this document. We also note the following forward-looking statements: the intended use of proceeds and the expected delivery date of the shares. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. These factors include, among others: adverse economic conditions in the Washington, DC metropolitan area, the timing of and costs associated with development and property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see “Risk Factors” and the Cautionary Statement Concerning Forward-Looking Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and other periodic reports the Company files with the Securities and Exchange Commission. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements after the date hereof.

View source version on businesswire.com:https://www.businesswire.com/news/home/20190415005926/en/

CONTACT: Jaime Marcus

SVP, Investor Relations

(240) 333-3643

jmarcus@jbgsmith.com

KEYWORD: UNITED STATES NORTH AMERICA MARYLAND

INDUSTRY KEYWORD: URBAN PLANNING CONSTRUCTION & PROPERTY COMMERCIAL BUILDING & REAL ESTATE

SOURCE: JBG SMITH Properties

Copyright Business Wire 2019.

PUB: 04/15/2019 10:58 PM/DISC: 04/15/2019 10:58 PM

http://www.businesswire.com/news/home/20190415005926/en