Item 7.01. Regulation FD Disclosure.

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.




 Item 8.01 Other Events.

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.

Item 9.01. Financial Statements and Exhibits






Exhibit
Number                                  Exhibit Title
  1.1         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.
  99.1        Press Release, dated March 9, 2021, issued by Corporate Office
            Properties Trust.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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