UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 22, 2023, COPT Defense Properties (the “Registrant”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated April 8, 2022, which was included in the Registrant’s Registration Statement on Form S-3 (Commission File No. 333-264198). The Prospectus Supplement relates to the registration of up to 14,104,635 of the Registrant’s common shares of beneficial interest, par value $0.01 per share (the “Shares”), that may, under certain circumstances, be issuable upon exchange of the 5.25% Exchangeable Senior Notes due 2028 of the Registrant’s operating partnership, COPT Defense Properties, L.P., and the resale from time to time by the recipients of such Shares. The Registrant is not selling any securities pursuant to the Prospectus Supplement.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits to this Current Report have been provided herewith as noted below:
| Exhibit No. | Description |
| 5.1* | Opinion of Saul Ewing LLP |
| 8.1* | Opinion of Morgan, Lewis & Bockius LLP |
| 23.1* | Consent of Saul Ewing LLP (included in Exhibit 5.1) |
| 23.2* | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 8.1) |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). |
* Filed herewith.
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.
| COPT DEFENSE PROPERTIES | |
| /s/ Anthony Mifsud | |
| Anthony Mifsud | |
| Executive Vice President and Chief Financial Officer | |
| November 22, 2023 |