Current Report Filing (8-k)
September 10 2020 - 9:36AM
Edgar (US Regulatory)
0000860546
false
0001067063
false
8-K
2020-09-10
false
false
false
false
6711 Columbia Gateway Drive
Suite 300
Columbia
Maryland
21046
443
285-5400
0000860546
2020-09-10
2020-09-10
0000860546
ofc:CORPORATEOFFICEPROPERTIESLPMember
2020-09-10
2020-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
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 10, 2020
CORPORATE OFFICE PROPERTIES TRUST
CORPORATE OFFICE PROPERTIES, L.P.
(Exact name of registrant
as specified in its charter)
Corporate
Office Properties Trust
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Maryland
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1-14023
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23-2947217
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(State or other jurisdiction of
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(Commission File
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(IRS Employer
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incorporation or organization)
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Number)
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Identification No.)
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Corporate
Office Properties, L.P.
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Delaware
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333-189188
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23-2930022
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(State or other jurisdiction of
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(Commission File
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(IRS Employer
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incorporation or organization)
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Number)
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Identification No.)
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6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
(Address of principal
executive offices)
(443) 285-5400
(Registrant’s
telephone number, including area code)
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Shares of beneficial interest, $0.01 par value
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OFC
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New York Stock Exchange
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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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company (Corporate Office Properties Trust) ¨
Emerging
Growth Company (Corporate Office Properties, L.P.) ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Corporate
Office Properties Trust ¨
Corporate
Office Properties, L.P. ¨
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Item 7.01.
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Regulation FD Disclosure
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On September 10, 2020, Corporate Office
Properties Trust (the “Company”) issued a press release announcing that its operating partnership, Corporate Office
Properties, L.P. (the “Operating Partnership”), has commenced a cash tender offer (the “Tender Offer”)
for any and all of the Operating Partnership’s outstanding 3.700% Senior Notes due 2021, fully and unconditionally guaranteed
by the Company (the “Notes”). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase
and notice of guaranteed delivery (collectively the “Tender Offer Documents”) that will be sent to registered holders
of the Notes and be posted online at www.dfking.com/ofc. The Tender Offer will expire at 5:00 p.m., New York City time, on September
16, 2020, unless extended or earlier terminated (the “Expiration Time”).
The consideration for each $1,000 principal
amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be determined
in the manner described in the Tender Offer Documents by reference to the fixed spread plus the yield based on the bid-side price
of the U.S. Treasury Reference Security at 2:00 p.m., New York City time, on September 16, 2020, unless extended.
Holders will also receive accrued and unpaid
interest on the Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including,
the date the Company initially makes payment for such Notes, which date is anticipated to be September 17, 2020 (the “Settlement
Date”). Notes tendered by notice of guaranteed delivery and accepted for purchase will be purchased on the third business
day after the Expiration Time, and payment of accrued interest on such Notes will only be made to, but not including, the Settlement
Date.
A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in Item 7.01 of
this Current Report on Form 8-K, including Exhibit 99.1 and the information contained once accessible through the website indicated
above, is being “furnished” and shall not be deemed “filed” for the purposes of or otherwise subject to
liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended.
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Item 9.01.
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Financial Statements and Exhibits
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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.
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CORPORATE OFFICE PROPERTIES TRUST
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CORPORATE OFFICE PROPERTIES, L.P.
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By: Corporate Office Properties Trust,
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its General Partner
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/s/ Anthony Mifsud
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/s/ Anthony Mifsud
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Anthony Mifsud
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Anthony Mifsud
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Executive Vice President and Chief Financial Officer
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Executive Vice President and Chief Financial Officer
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Dated:
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September 10,
2020
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Dated:
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September 10,
2020
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Co-Registrant CIK
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0001067063
|
Co-Registrant Amendment Flag
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false
|
Co-Registrant Form Type
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8-K
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Co-Registrant DocumentPeriodEndDate
|
2020-09-10
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Co-Registrant Written Communications
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false
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Co-Registrant Solicitating Materials
|
false
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Co-Registrant PreCommencement Tender Offer
|
false
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Co-Registrant PreCommencement Issuer Tender Offer
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false
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Co-Registrant AddressLine1
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6711 Columbia Gateway Drive
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Co-Registrant AddressLine2
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Suite 300
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Co-Registrant City
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Columbia
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Co-Registrant State
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Maryland
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Co-Registrant ZipCode
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21046
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Co-Registrant CityAreaCode
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443
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Co-Registrant LocalPhoneNumber
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285-5400
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