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Item 7.01.
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Regulation FD Disclosure.
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Results of Tender Offer for 3.700% Notes
due 2021
On September 17, 2020, COPT issued a press
release announcing the expiration of the previously announced cash tender offer (the “Tender Offer”) for any and all
of COPLP’s outstanding 3.700% Senior Notes due 2021, fully and unconditionally guaranteed by COPT (the “2021 Notes”)
at 5:00 p.m., New York City time, on September 16, 2020 (the “Expiration Time”). As of the Expiration Time, $122,948,000,
or 40.98%, of the $300,000,000 aggregate principal amount of the 2021 Notes outstanding prior to the Tender Offer had been validly
tendered and not withdrawn in the Tender Offer, excluding Notes tendered pursuant to a Notice of Guaranteed Delivery (as defined below) in the Tender Offer at or prior to the Expiration
Time.
COPT accepted for purchase all of the
2021 Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time.
Payment for the 2021 Notes purchased pursuant to the Tender Offer is being made on September 17, 2020 (the “Settlement
Date”), and payment for 2021 Notes tendered by a Notice of Guaranteed Delivery is anticipated to be
made on September 21, 2020 (the “Guaranteed Delivery Settlement Date”).
Any 2021 Notes tendered by a Notice of
Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Time, but payment
of accrued interest, if any, on such 2021 Notes will only be made to, but not including, the Settlement Date.
The consideration being paid under
the Tender Offer is $1,024.45 per $1,000 principal amount of 2021 Notes, plus accrued and unpaid interest, if any, up to, but
not including, the Settlement Date. The Tender Offer is being funded from a portion of the net proceeds from the previously
announced issuance and sale by COPLP of the Notes.
The Tender Offer was made pursuant to the
Offer to Purchase (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery attached to the Offer to
Purchase (the “Notice of Guaranteed Delivery”), each dated September 10, 2020. Wells Fargo Securities, LLC acted as
dealer manager for the Tender Offer.
Redemption of 3.700% Notes due 2021
On September 17, 2020, COPT announced that
it has elected to redeem all of the 2021 Notes that remain outstanding following the Tender Offer. In accordance with the redemption
provisions of the 2021 Notes and the Indenture, dated as of September 16, 2013 (the “2013 Base Indenture”), by and
between COPLP, as issuer, COPT, as guarantor, and U.S. Bank National Association, as trustee, as supplemented by the Second Supplemental
Indenture, dated as of May 21, 2014 (the “2014 Second Supplemental Indenture” and, together with the 2013 Base Indenture,
the “Prior Indenture”), the 2021 Notes will be redeemed at a price equal to the principal amount plus an applicable
premium calculated pursuant to the terms of the Prior Indenture, together with accrued and unpaid interest, if any, up to, but
not including, the redemption date, which has been set for October 19, 2020.
This Current Report on Form 8-K is neither
an offer to purchase nor a solicitation to buy any of the 2021 Notes nor is it a solicitation for acceptance of the Tender Offer.
A copy of the press release announcing the expiration of the Tender Offer and the redemption is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information included in this Current
Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.