Corporate Office Properties Trust (“COPT” or the “Company”)
(NYSE: OFC) announced that its operating partnership, Corporate
Office Properties, L.P. (the “Issuer”), has commenced a cash tender
offer for any and all of the Issuer’s 3.600% Senior Notes due 2023,
CUSIP No. 22003B AG1, fully and unconditionally guaranteed by COPT
(the “Notes”) on the terms and subject to the conditions set forth
in the Offer to Purchase, dated the date hereof (the “Offer to
Purchase”) and the related Notice of Guaranteed Delivery attached
to the Offer to Purchase (the “Notice of Guaranteed Delivery”). On
the date hereof, there were $350,000,000 aggregate principal amount
of the Notes outstanding. The tender offer is referred to herein as
the “Offer.” The Offer to Purchase and the Notice of Guaranteed
Delivery are referred to herein collectively as the “Offer
Documents.”
Certain information regarding the Notes and the pricing for the
Offer is set forth in the table below.
Title of Security
CUSIP Number
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
3.600% Senior Notes due 2023
22003B AG1
$350,000,000
0.125% U.S. Treasury Notes due
May 15, 2023
FIT5
30 bps
Holders must validly tender (and not validly withdraw) or
deliver a properly completed and duly executed Notice of Guaranteed
Delivery for their Notes at or prior to the Expiration Time (as
defined below) in order to be eligible to receive the Tender Offer
Consideration (as defined below). In addition, holders whose Notes
are purchased in the Offer will receive accrued and unpaid interest
from the last interest payment date to, but not including, the
Settlement Date (as defined in the Offer to Purchase) for the
Notes. The Issuer expects the Settlement Date to occur on March 11,
2021. Notes tendered by 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 on such Notes will
only be made to, but not including, the Settlement Date.
The Offer will expire at 5:00 p.m., New York City time, on March
9, 2021 (such time and date, as it may be extended, the “Expiration
Time”), unless extended or earlier terminated by the Issuer. The
Notes tendered may be withdrawn at any time at or prior to the
Expiration Time by following the procedures described in the Offer
to Purchase.
The Issuer’s obligation to accept for purchase and to pay for
Notes validly tendered and not validly withdrawn pursuant to the
Offer is subject to the satisfaction or waiver, in the Issuer’s
discretion, of certain conditions, which are more fully described
in the Offer to Purchase, including, among others, the Issuer’s
receipt of aggregate proceeds from a proposed debt financing, on
terms satisfactory to the Issuer. The complete terms and conditions
of the Offer are set forth in the Offer Documents. Holders of the
Notes are urged to read the Offer Documents carefully.
The “Tender Offer Consideration” for each $1,000 principal
amount of Notes validly tendered and not validly withdrawn and
accepted for purchase pursuant to the Offer will be determined in
the manner described in the Offer Documents by reference to the
fixed spread specified in the table above plus the yield based on
the bid-side price of the U.S. Treasury Reference Security
specified in the table above at 2:00 p.m., New York City time, on
March 9, 2021, unless extended. None of the Issuer, the dealer
manager, the information agent, the tender agent, the trustee for
the Notes, or any of their respective affiliates makes any
recommendation as to whether Holders should tender Notes in
response to the Offer. Each Holder must make his, her or its own
decision as to whether to tender Notes and, if so, as to what
principal amount of Notes to tender.
The Issuer has retained D.F. King & Co., Inc. (“D.F. King”)
as the tender agent and information agent for the Offer. The Issuer
has retained Wells Fargo Securities, LLC (“Wells Fargo Securities”)
as the dealer manager for the Offer.
Holders who would like additional copies of the Offer Documents
may call or email the information agent, D.F. King, at (866)
530-8635 or ofc@dfking.com. Copies of the Offer to Purchase and the
Notice of Guaranteed Delivery are also available at the following
website: www.dfking.com/ofc. Questions regarding the terms of the
Offer should be directed to Wells Fargo Securities at (704)
410-4759 (collect) or (866) 309-6316 (toll-free) or via the email
address liabilitymanagement@wellsfargo.com.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes. The Offer is being made
solely pursuant to the Offer Documents. The Offer is not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would be unlawful under the securities laws of
any such state or jurisdiction. In any state or jurisdiction in
which the securities laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on
behalf of the Issuer by Wells Fargo Securities, LLC or one or more
registered brokers or dealers that are licensed under the laws of
such state or jurisdiction.
About COPT
COPT is a REIT that owns, manages, leases, develops and
selectively acquires office and data center properties. The
majority of its portfolio is in locations that support the United
States Government and its contractors, most of whom are engaged in
national security, defense and information technology (“IT”)
related activities servicing what it believes are growing, durable,
priority missions (“Defense/IT Locations”). The Company also owns a
portfolio of office properties located in select urban/urban-like
submarkets in the Greater Washington, DC/Baltimore region with
durable Class-A office fundamentals and characteristics (“Regional
Office Properties”). As of December 31, 2020, the Company derived
87% of its core portfolio annualized rental revenue from Defense/IT
Locations and 13% from its Regional Office Properties. As of the
same date and including 17 properties owned through unconsolidated
joint ventures, COPT’s core portfolio of 179 office and data center
shell properties encompassed 20.8 million square feet and was 95.0%
leased; the Company also owned one wholesale data center with a
critical load of 19.25 megawatts that was 86.7% leased.
Forward-Looking
Information
This press release may contain “forward-looking” statements, as
defined in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, that are based on the
Company’s current expectations, estimates and projections about
future events and financial trends affecting the Company.
Forward-looking statements can be identified by the use of words
such as “may,” “will,” “should,” “could,” “believe,” “anticipate,”
“expect,” “estimate,” “plan” or other comparable terminology.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which the Company cannot predict with
accuracy and some of which the Company might not even anticipate.
Although the Company believes that the expectations, estimates and
projections reflected in such forward-looking statements are based
on reasonable assumptions at the time made, the Company can give no
assurance that these expectations, estimates and projections will
be achieved. Future events and actual results may differ materially
from those discussed in the forward-looking statements and the
Company undertakes no obligation to update or supplement any
forward-looking statements.
The areas of risk that may affect these expectations, estimates
and projections include, but are not limited to, those risks
described in Item 1A of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020.
Source: Corporate Office Properties Trust
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210303005607/en/
IR Contacts: Stephanie Krewson-Kelly 443-285-5453
stephanie.kelly@copt.com
Michelle Layne 443-285-5452 michelle.layne@copt.com
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