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) June 22, 2015

 

CORPORATE OFFICE PROPERTIES TRUST

CORPORATE OFFICE PROPERTIES, L.P.

(Exact name of registrant as specified in its charter)

 

Corporate Office Properties Trust

 

Maryland

 

1-14023

 

23-2947217

 

 

(State or other jurisdiction of

 

(Commission File

 

(IRS Employer

 

 

incorporation or organization)

 

Number)

 

Identification No.)

 

 

 

 

 

 

 

Corporate Office Properties, L.P.

 

Delaware

 

333-189188

 

23-2930022

 

 

(State or other jurisdiction of

 

(Commission File

 

(IRS Employer

 

 

incorporation or organization)

 

Number)

 

Identification No.)

 

6711 Columbia Gateway Drive, Suite 300

Columbia, Maryland 21046

(Address of principal executive offices)

 

(443) 285-5400

(Registrant’s telephone number, including area code)

 

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):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01                                           Other Events

 

On June 22, 2015, Corporate Office Properties, L.P. (the “Operating Partnership”), the operating partnership of Corporate Office Properties Trust (the “Company”), priced a public offering (the “Offering”) of $300 million aggregate principal amount of its 5.00% Senior Notes due 2025 (the “Notes”).  In connection with the Offering, the Company and the Operating Partnership entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters named therein, that provides for the issuance and sale of the Notes by the Operating Partnership.  The offering of the Notes is registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-190137) filed by the Company and the Operating Partnership with the Securities and Exchange Commission (the “Commission”) on July 25, 2013 (the “Registration Statement”).  The terms of the Notes, which will be issued on June 29, 2015, will be governed by a senior indenture, dated September 16, 2013, by and among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (the “Base Indenture”), as supplemented and amended by a third supplemental indenture thereto, to be dated June 29, 2015 (the “Third Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).

 

A copy of the form of Base Indenture was previously filed as Exhibit 4.1 to the Registration Statement and is incorporated by reference herein.  Copies of the Underwriting Agreement, the form of Global Note and the form of Third Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2 hereto, respectively, and are incorporated by reference herein.  The summaries of the Underwriting Agreement, the Notes and the Indenture in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 4.1 and 4.2 to this Current Report on Form 8-K.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(a)                                 Financial Statements of Businesses Acquired

 

None

 

(b)                                 Pro Forma Financial Information

 

None

 

(c)                                  Shell Company Transactions

 

None

 

(d)                                 Exhibits

 

Exhibit Number

 

Exhibit Title

1.1

 

Underwriting Agreement, dated June 22, 2015, by and among Corporate Office Properties Trust, Corporate Office Properties, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

 

 

 

4.1

 

Form of Global Note Representing $300,000,000 Aggregate Principal Amount of 5.00% Senior Notes due 2025

 

 

 

4.2

 

Form of Third Supplemental Indenture, by and among Corporate Office Properties, L.P., as issuer, Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee

 

 

 

5.1

 

Opinion of Saul Ewing LLP regarding the validity of the Notes

 

 

 

5.2

 

Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the Notes

 

 

 

8.1

 

Opinion of Morgan, Lewis & Bockius LLP

 

 

 

23.1

 

Consent of Saul Ewing LLP (contained in Exhibit 5.1)

 

 

 

23.2

 

Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.2)

 

 

 

23.3

 

Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 8.1)

 

2



 

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.

 

 

CORPORATE OFFICE PROPERTIES TRUST

 

 

CORPORATE OFFICE PROPERTIES, L.P.

 

 

 

 

 

 

 

 

 

By: Corporate Office Properties Trust,

 

 

 

 

its General Partner

 

 

 

 

 

 

/s/ Anthony Mifsud

 

 

/s/ Anthony Mifsud

 

Anthony Mifsud

 

 

Anthony Mifsud

 

Executive Vice President and Chief Financial Officer

 

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

Dated:

June 26, 2015

 

Dated:

June 26, 2015

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Exhibit Title

1.1

 

Underwriting Agreement, dated June 22, 2015, by and among Corporate Office Properties Trust, Corporate Office Properties, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

 

 

 

4.1

 

Form of Global Note Representing $300,000,000 Aggregate Principal Amount of 5.00% Senior Notes due 2025

 

 

 

4.2

 

Form of Third Supplemental Indenture, by and among Corporate Office Properties, L.P., as issuer, Corporate Office Properties Trust, as guarantor, and U.S. Bank National Association, as trustee

 

 

 

5.1

 

Opinion of Saul Ewing LLP regarding the validity of the Notes

 

 

 

5.2

 

Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the Notes

 

 

 

8.1

 

Opinion of Morgan, Lewis & Bockius LLP

 

 

 

23.1

 

Consent of Saul Ewing LLP (contained in Exhibit 5.1)

 

 

 

23.2

 

Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.2)

 

 

 

23.3

 

Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 8.1)

 

4