Corporate Office Properties Trust Announces Proposed Private Placement of $300 Million of Exchangeable Senior Notes
06 September 2023 - 10:07PM
Business Wire
Corporate Office Properties Trust (“COPT” or the “Company”)
(NYSE: OFC) announced today that its operating partnership,
Corporate Office Properties, L.P. (the “Operating Partnership”),
intends to offer, subject to market conditions and other factors,
$300 million aggregate principal amount of its Exchangeable Senior
Notes due 2028 (the “Notes”) in a private placement (the
“Offering”) to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The Operating
Partnership also intends to grant the initial purchasers of the
Notes an option to purchase up to an additional $45 million
aggregate principal amount of Notes.
The Notes will be the Operating Partnership’s senior unsecured
obligations and will accrue interest payable semi-annually in
arrears. The Company will fully and unconditionally guarantee the
Notes on a senior unsecured basis. The Notes will mature on
September 15, 2028, unless earlier exchanged, redeemed, or
repurchased.
The Notes will be exchangeable for cash up to the aggregate
principal amount of the Notes to be exchanged and, in respect of
the remainder of the exchange obligation, if any, in excess
thereof, cash or common shares of beneficial interest of the
Company (the "Common Shares”), or a combination thereof, at the
election of the Operating Partnership. The interest rate, exchange
rate and other terms of the Notes will be determined at the time of
pricing of the Offering. The Operating Partnership and/or the
Company intend to use the net proceeds from the Offering for
general corporate purposes, including the redemption or repayment
of indebtedness (which may include the pay down of borrowings under
the Operating Partnership’s Revolving Credit Facility) and the
pre-funding of future development investment. Pending such use, the
net proceeds may be invested in short-term, investment grade,
interest-bearing securities, certificates of deposit or indirect or
guaranteed obligations of the United States.
The Notes, the related guarantee and the Common Shares, if any,
deliverable upon exchange of the Notes have not been registered
under the Securities Act or any state securities laws, and unless
so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws. Accordingly,
the Notes and the related guarantee are being offered and sold only
to persons reasonably believed to be qualified institutional buyers
(as defined in Rule 144A under the Securities Act). The Company
expects to agree to file a registration statement covering resales
of the Common Shares deliverable upon exchange of the Notes with
the Securities and Exchange Commission.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Notes in any jurisdiction in which the offer,
solicitation or sale of the Notes would be unlawful prior to the
registration or qualification thereof under the securities laws of
any such state or jurisdiction.
About COPT
COPT is a REIT that owns, manages, leases, develops, and
selectively acquires office and data center properties. The
majority of its portfolio is in locations that support the United
States Government and its contractors, most of whom are engaged in
national security, defense and information technology (“IT”)
related activities servicing what the Company believes are growing,
durable, priority missions (“Defense/IT Locations”). The Company
also owns a portfolio of office properties located in select urban
submarkets in the Greater Washington, DC/Baltimore region with
durable Class-A office fundamentals and characteristics (“Regional
Office Properties”). As of June 30, 2023, the Company derived 90%
of its core portfolio annualized rental revenue from Defense/IT
Locations and 10% from its Regional Office Properties. As of the
same date and including 24 properties owned through unconsolidated
joint ventures, COPT’s core portfolio of 192 properties encompassed
22.9 million square feet and was 95% leased.
Forward-Looking
Information
This press release may contain “forward-looking” statements, as
defined in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, that are based on the
Company’s current expectations, estimates and projections about
future events and financial trends affecting the Company.
Forward-looking statements can be identified by the use of words
such as “may,” “will,” “should,” “could,” “believe,” “anticipate,”
“expect,” “estimate,” “plan” or other comparable terminology.
Forward-looking statements are inherently subject to risks and
uncertainties, many of which the Company cannot predict with
accuracy and some of which the Company might not even anticipate.
Although the Company believes that the expectations, estimates and
projections reflected in such forward-looking statements are based
on reasonable assumptions at the time made, the Company can give no
assurance that these expectations, estimates and projections will
be achieved. Future events and actual results may differ materially
from those discussed in the forward-looking statements and the
Company undertakes no obligation to update or supplement any
forward-looking statements.
The areas of risk that may affect these expectations, estimates
and projections include, but are not limited to, those risks
described in Item 1A of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2022.
Source: Corporate Office Properties Trust
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230906552036/en/
IR Contacts: Venkat Kommineni, CFA 443-285-5587
venkat.kommineni@copt.com Michelle Layne 443-285-5452
michelle.layne@copt.com
Corporate Office Propert... (NYSE:OFC)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Corporate Office Propert... (NYSE:OFC)
Historical Stock Chart
Von Mai 2023 bis Mai 2024