Item 1.01. Entry Into a Material Definitive Agreement.
On
The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to incur secured and unsecured debt and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture will require the Company to maintain at all times total unencumbered assets of not less than 150% of total unsecured debt. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become, or to be declared, due and payable.
The Company used the net proceeds from the Notes to prepay outstanding
borrowings under its amended and restated
The Notes were offered by means of a prospectus supplement and accompanying
prospectus filed with the
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the issuance of the Notes, the Company delivered a notice to
prepay, in full, the entire principal balance of the 2011 Term Loan, together
with all accrued and unpaid interest thereon. The 2011 Term Loan was issued
under, and is governed by the amended and restated term loan agreement, dated as
of
The prepayment occurred on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01, "Entry Into a Material Definitive Agreement" is incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth under Item 1.02, "Termination of a Material Definitive Agreement" is incorporated herein by reference.
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Item 8.01. Other Events.
On
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
The Company is filing this Current Report on Form 8-K so as to file with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, datedSeptember 13, 2021 , by and amongPiedmont Operating Partnership, LP ,Piedmont Office Realty Trust, Inc. andU.S. Bancorp Investments, Inc. ,J.P. Morgan Securities LLC ,Truist Securities, Inc. andWells Fargo Securities, LLC as representatives of the underwriters listed on Schedule 1 thereto. 4.1 Indenture, datedMarch 6, 2014 , by and amongPiedmont Operating Partnership, LP ,Piedmont Office Realty Trust, Inc. andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.1 toPiedmont Office Realty Trust, Inc.'s Current Report on Form 8-K, filed onMarch 6, 2014 ). 4.2 Supplemental Indenture, dated as ofSeptember 20, 2021 , by and amongPiedmont Operating Partnership, LP ,Piedmont Office Realty Trust, Inc. andU.S. Bank National Association , as trustee. 4.3 Form of 2.750% Senior Notes due 2032 (included in Exhibit 4.2) 5.1 Opinion ofKing & Spalding LLP . 5.2 Opinion ofVenable LLP . 8.1 Tax Opinion ofKing & Spalding LLP . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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