Corporate Office Properties Trust (“COPT” or the “Company”)
(NYSE: OFC) announced today that its operating partnership,
Corporate Office Properties, L.P. (the “Issuer” or “COPLP’), has
priced the previously announced cash tender offer for any and all
of the Issuer’s outstanding 5.250% Senior Notes due 2024, CUSIP No.
22003B AH9, fully and unconditionally guaranteed by COPT (the
“Notes”), on the terms and subject to the conditions set forth in
the Offer to Purchase, dated March 3, 2021 (the “Offer to
Purchase”), and the related Notice of Guaranteed Delivery attached
to the Offer to Purchase (the “Notice of Guaranteed Delivery”). 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
Reference Yield
Fixed Spread
Tender Offer Consideration
(1), (2)
5.250% Senior Notes due 2024
22003B AH9
$250,000,000
0.125% U.S. Treasury Notes due
February 15, 2024
FIT5
0.310%
40 bps
$1,131.31
(1) Per $1,000 principal amount.
(2) The Tender Offer Consideration is
calculated on the basis of pricing for the U.S. Treasury Reference
Security as of 2:00 p.m., New York City time, on March 10,
2021.
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 before 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 today at 5:00 p.m., New York City time,
unless extended or earlier terminated as described in the Offer
Documents (such time and date, as it may be extended, the
“Expiration Time”). Holders must validly tender their Notes, by
following the procedures described in the Offer to Purchase, at or
prior to the Expiration Time and not validly withdraw their Notes
to be eligible to receive the Tender Offer Consideration and
accrued and unpaid interest, if any, as described above and in the
Offer Documents.
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 Documents. 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” listed in the table above for
each $1,000 principal amount of Notes validly tendered and not
validly withdrawn and accepted for purchase pursuant to the Offer
was determined in the manner described in the Offer Documents by
reference to the fixed spread for the Notes 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.
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 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, LLC at (704)
410-4759 (collect) or (866) 309-6316 (toll-free) or via the email
address liabilitymanagement@wellsfargo.com.
None of the Company, its board of trustees, the Issuer, Wells
Fargo Securities, LLC, D.F. King or the trustee for the Notes, or
any of their respective affiliates, is making any recommendation as
to whether holders of the Notes should tender their Notes pursuant
to the Offer.
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/20210310005895/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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