Current Report Filing (8-k)
March 09 2021 - 4:37PM
Edgar (US Regulatory)
0000860546
false
0001577966
false
8-K
2021-03-3
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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
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(IRS Employer
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incorporation or
organization)
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File
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
incorporation or
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(Commission
File
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(IRS Employer
Identification No.)
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organization)
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Number)
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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. ¨
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Item 7.01.
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Regulation FD Disclosure.
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On
March 9, 2021, Corporate Office Properties Trust (“COPT”) issued a press release announcing the pricing of the
previously announced cash tender offer for any and all of the outstanding 3.600% Senior Notes due 2023 of Corporate Office Properties,
L.P. (“COPLP”), fully and unconditionally guaranteed by COPT.
A copy of the press release is furnished
as Exhibit 99.1 hereto and is incorporated by reference herein.
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 COPT or COPLP under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended.
On
March 3, 2021, COPT and COPLP entered into an underwriting agreement (the “Underwriting Agreement”) by and among
themselves and Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., acting
on behalf of themselves and as representatives of the several underwriters listed on Schedule I thereto, in connection with COPLP’s
issuance and sale of $600,000,000 aggregate principal amount of 2.750% Senior Notes due 2031. COPT and COPLP filed a prospectus
supplement in connection with the offering, dated March 3, 2021, filed with the Securities and Exchange Commission on March 5,
2021.
The Underwriting Agreement contains various
representations, warranties and agreements by COPLP, conditions to closing, indemnification rights and obligations of the parties.
The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement,
which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits
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Exhibit
Number
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Exhibit
Title
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1.1
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Underwriting Agreement,
dated as of March 3, 2021, by and among Corporate Office Properties Trust, Corporate Office Properties, L.P., Wells Fargo
Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., acting on behalf of themselves
and as representatives of the several underwriters listed on Schedule I thereto.
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99.1
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Press Release, dated
March 9, 2021, issued by Corporate Office Properties Trust.
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104
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Cover Page Interactive
Data File (embedded within the Inline XBRL document).
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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 9, 2021
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Dated:
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March 9, 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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