Corporate Office Properties Trust (“COPT” or the “Company”)
(NYSE: OFC) announced today the expiration of the previously
announced cash tender offer by its operating partnership, Corporate
Office Properties, L.P. (the “Issuer”), for any and all of the
Issuer’s outstanding 3.600% Senior Notes due 2023, CUSIP No. 22003B
AG1, fully and unconditionally guaranteed by COPT (the “2023
Notes”), on the terms and subject to the conditions set forth in
the 2023 Offer to Purchase, dated March 3, 2021 (the “2023 Offer to
Purchase”), and the related 2023 Notice of Guaranteed Delivery
attached to the Offer to Purchase (the “2023 Notice of Guaranteed
Delivery”). This tender offer is referred to herein as the “2023
Offer.” The 2023 Offer to Purchase and the 2023 Notice of
Guaranteed Delivery are referred to herein collectively as the
“2023 Offer Documents.”
As of the expiration of the 2023 Offer at 5:00 p.m., New York
City time, on March 9, 2021 (the “Expiration Time”), $184,424,000,
or 52.69%, of the $350,000,000 aggregate principal amount of the
2023 Notes had been validly tendered and delivered (and not validly
withdrawn), excluding $29,000 of the 2023 Notes tendered pursuant
to a 2023 Notice of Guaranteed Delivery in the 2023 Offer at or
prior to the Expiration Time. Payment for the 2023 Notes purchased
pursuant to the 2023 Offer is intended to be made on or around
March 11, 2021 (the “Settlement Date”), and payment for the 2023
Notes tendered pursuant to a Notice of Guaranteed Delivery and
purchased pursuant to the Offer is intended to be made on or around
March 12, 2021 (the “2023 Guaranteed Delivery Settlement
Date”).
The “2023 Tender Offer Consideration” will be $1,066.81 for each
$1,000 principal amount of 2023 Notes, plus accrued and unpaid
interest, if any, up to, but not including, the Settlement Date,
payable on the Settlement Date or the 2023 Guaranteed Delivery
Settlement Date, as applicable.
Expiration of 2024 Tender Offer. COPT also announced
today the expiration of the previously announced cash tender offer
by the Issuer 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 “2024 Notes”), on the terms
and subject to the conditions set forth in the 2024 Offer to
Purchase, dated March 3, 2021 (the “2024 Offer to Purchase”), and
the related 2024 Notice of Guaranteed Delivery attached to the
Offer to Purchase (the “2024 Notice of Guaranteed Delivery”). The
tender offer is referred to herein as the “2024 Offer.” The 2024
Offer to Purchase and the 2024 Notice of Guaranteed Delivery are
referred to herein together as the “2024 Offer Documents” and
collectively with the 2023 Offer Documents as the “Offer
Documents.”
As of the expiration of the 2024 Offer at 5:00 p.m., New York
City time, on March 10, 2021 (the “Expiration Time”), $145,415,000,
or 58.17%, of the $250,000,000 aggregate principal amount of the
2024 Notes had been validly tendered and delivered (and not validly
withdrawn), excluding $531,000 of the 2024 Notes tendered pursuant
to a 2024 Notice of Guaranteed Delivery in the 2024 Offer at or
prior to the Expiration Time. Payment for the 2024 Notes purchased
pursuant to the 2024 Offer is intended to be made on or around the
Settlement Date, and payment for the 2024 Notes tendered pursuant
to a Notice of Guaranteed Delivery and purchased pursuant to the
Offer is intended to be made on or around March 15, 2021 (the “2024
Guaranteed Delivery Settlement Date”).
The “2024 Tender Offer Consideration” will be $1,131.31 for each
$1,000 principal amount of 2024 Notes, plus accrued and unpaid
interest, if any, up to, but not including, the Settlement Date,
payable on the Settlement Date or the 2024 Guaranteed Delivery
Settlement Date, as applicable.
Wells Fargo Securities, LLC (“Wells Fargo”) acted as the dealer
manager for both the 2023 and 2024 Offers.
Redemption of Remaining 2023 and 2024 Notes.
Additionally, the Company announced today that the Issuer will
redeem all of the remaining outstanding 2023 and 2024 Notes that
were not tendered in the 2023 and 2024 Offers. The redemption date
has been set for April 12, 2021.
In accordance with the redemption provisions of the 2023 Notes
and the Indenture, dated as of May 6, 2013, by and among the
Issuer, COPT, as guarantor, and U.S. Bank National Association, as
trustee, under which the 2023 Notes were issued, and the redemption
provisions of the 2024 Notes and the Indenture, dated as of
September 16, 2013, as supplemented by the first supplemental
indenture also dated as of September 16, 2013, both by and among
the Issuer, COPT, as guarantor, and U.S. Bank National Association,
as trustee, under which the 2024 Notes were issued, the Notes will
be redeemed at a price calculated pursuant to the terms of the
applicable indenture, together with accrued and unpaid interest to
the redemption date.
The 2023 and 2024 Offers and redemptions will be funded from a
portion of the net proceeds from the previously announced issuance
and sale by the Issuer of its 2.750% Senior Notes due 2031.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any 2023 or 2024 Notes. The 2023
and 2024 Offers are being made solely pursuant to the respective
Offer Documents. The 2023 and 2024 Offers are not being made to
holders of 2023 or 2024 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 2023 or 2024
Offers to be made by a licensed broker or dealer, such offer will
be deemed to be made on behalf of the Issuer by Wells Fargo
Securities 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/20210311005652/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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