Item 8.01. Other Events
On November 2, 2021, Corporate Office Properties Trust ("COPT") and Corporate
Office Properties, L.P. ("COPLP") entered into an underwriting agreement (the
"Underwriting Agreement") by and among themselves and Wells Fargo Securities,
LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and PNC Capital
Markets LLC, 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 $400,000,000 aggregate principal amount of 2.900% Senior
Notes due 2033 (the "Notes"). The Notes will be fully and unconditionally
guaranteed by COPT. Subject to customary closing conditions, the offering is
expected to close on or about November 17, 2021. The Notes were offered pursuant
to an effective shelf registration statement on Form S-3 on file with the
Securities and Exchange Commission, including a base prospectus, dated April 8,
2019, and a prospectus supplement, dated November 2, 2021, filed with the
Securities and Exchange Commission on November 4, 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.
Item 9.01. Financial Statements and Exhibits
Exhibit
Number Exhibit Title
1.1 Underwriting Agreement, dated as of November 2, 2021, by and among
Corporate Office Properties Trust, Corporate Office Properties, L.P.,
and Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup
Global Markets Inc. and PNC Capital Markets LLC, acting on behalf of
themselves and as representatives of the several underwriters listed
on Schedule I thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
1
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