Current Report Filing (8-k)
March 03 2021 - 5:19PM
Edgar (US Regulatory)
0000860546
false
0001577966
false
8-K
2021-03-3
false
false
false
false
6711 Columbia Gateway Drive
Suite 300
Columbia
Maryland
21046
443
285-5400
0000860546
2021-03-03
2021-03-03
0000860546
ofc:CORPORATEOFFICEPROPERTIESLPMember
2021-03-03
2021-03-03
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): March 3, 2021
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. ¨
Item 7.01.
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Regulation FD Disclosure
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On March 3, 2021, 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 “2024 Notes Tender Offer”)
for any and all of the Operating Partnership’s outstanding 5.25% Senior Notes due 2024, fully and unconditionally guaranteed
by the Company (the “2024 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 “2024 Notes Tender Offer Documents”) that will be sent
to registered holders of the 2024 Notes and be posted online at www.dfking.com/ofc. The 2024 Notes Tender Offer will expire at
5:00 p.m., New York City time, on March 10, 2021, unless extended or earlier terminated (the “2024 Notes Tender Offer
Expiration Time”).
The consideration for each $1,000 principal
amount of 2024 Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the 2024 Notes Tender Offer
will be determined in the manner described in the 2024 Notes 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 March 10, 2021, unless
extended.
Holders will also receive accrued and unpaid
interest on the 2024 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 2024 Notes, which date is anticipated to be March 11, 2021 (the “2024
Notes Tender Offer Settlement Date”). The 2024 Notes tendered by notice of guaranteed delivery and accepted for purchase
will be purchased on the third business day after the 2024 Notes Tender Offer Expiration Time, and payment of accrued interest
on such 2024 Notes will only be made to, but not including, the 2024 Notes Tender Offer 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.
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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March 3, 2021
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Dated:
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March 3, 2021
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Co-Registrant CIK
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0001577966
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Co-Registrant Amendment Flag
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false
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Co-Registrant Form Type
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8-K
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Co-Registrant DocumentPeriodEndDate
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2021-03-3
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Co-Registrant Written Communications
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false
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Co-Registrant Solicitating Materials
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false
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Co-Registrant PreCommencement Tender Offer
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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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