Annual report pursuant to Section 13 and 15(d)

Equity - COPLP and Subsidiaries

v2.4.0.8
Equity - COPLP and Subsidiaries
 12 Months Ended
Dec. 31, 2013
Class of Stock [Line Items]  
Equity - COPLP and Subsidiaries
Equity - COPT and Subsidiaries

Preferred Shares

As of December 31, 2013, COPT had 25.0 million preferred shares authorized at $0.01 par value. The table below sets forth additional information pertaining to COPT’s outstanding preferred shares (dollars in thousands, except per share data):
Series
 
# of Shares Issued
 
Aggregate Liquidation Preference
 
Month of Issuance
 
Annual Dividend Yield
 
 Annual Dividend Per Share
 
Earliest Redemption Date
Series H
 
2,000,000

 
$
50,000

 
December 2003
 
7.500
%
 
$
1.87500

 
12/18/2008
Series K
 
531,667

 
26,583

 
January 2007
 
5.600
%
 
$
2.80000

 
1/9/2017
Series L
 
6,900,000

 
172,500

 
June 2012
 
7.375
%
 
$
1.84375

 
6/27/2017
 
 
9,431,667

 
$
249,083

 
 
 
 
 
 
 
 


Each series of preferred shares is nonvoting and redeemable for cash in the amount of its liquidation preference at COPT’s option on or after the earliest redemption date. The Series K Cumulative Redeemable Preferred Shares are also convertible, subject to certain conditions, into common shares on the basis of 0.8163 common shares for each preferred share. Holders of all preferred shares are entitled to cumulative dividends, payable quarterly (as and if declared by the Board of Trustees). In the case of each series of preferred shares, there is a series of COPLP preferred units owned by COPT that carries substantially the same terms.
 
On June 27, 2012, COPT completed the public offering of 6.9 million Series L Cumulative Preferred Shares of beneficial interest (“Series L Preferred Shares”) at a price of $25.00 per share for net proceeds of $165.7 million after underwriting discounts but before offering expenses. COPT contributed the net proceeds from the sale to COPLP in exchange for 6.9 million Series L Preferred Units. The Series L Preferred Units carry terms that are substantially the same as the Series L Preferred Shares.

During 2012 and 2013, COPT redeemed all of the outstanding shares of its following series of preferred shares:

•
the 8% Series G Preferred Shares on August 6, 2012 at a price of $25.00 per share, or $55.0 million in the aggregate, plus accrued and unpaid dividends thereon through the date of redemption, and recognized a $1.8 million decrease to net income available to common shareholders pertaining to the shares’ original issuance costs at the time of the redemption.
•
the 7.625% Series J Preferred Shares on April 22, 2013 at a price of $25.00 per share, or $84.8 million in the aggregate, plus accrued and unpaid dividends thereon through the date of redemption, and recognized a $2.9 million decrease to net income available to common shareholders pertaining to the shares’ original issuance costs incurred at the time of the redemption.

Common Shares

During 2012 and 2013, COPT completed the following public offerings of common shares:

•
8.6 million common shares in October 2012 at a public offering price of $24.75 per share for net proceeds of $204.9 million after underwriter discounts but before offering expenses; and
•
4.485 million common shares in March 2013 at a public offering price of $26.34 per share for net proceeds of $118.1 million after underwriter discounts but before offering expenses.

COPT contributed the net proceeds from these issuances to COPLP in exchange for an equal number of units in COPLP.

In October 2012, COPT established an at-the-market (“ATM”) stock offering program under which it may, from time to time, offer and sell common shares in “at the market” stock offerings having an aggregate gross sales price of up to $150.0 million. On July 15, 2013, COPT issued 1.5 million common shares at a weighted average price of $26.05 per share under the ATM program; net proceeds from the shares issued totaled $38.5 million, after payment of $586,000 in commissions to sales agents. The proceeds from these shares were contributed to COPLP in exchange for an equal number of common units in COPLP. COPT’s remaining capacity under the ATM Plan is an aggregate gross sales price of $110.9 million in stock sales.

Holders of COPLP common units converted their units into COPT common shares on the basis of one common share for each common unit in the amount of 311,343 in 2013 and 234,246 in 2012.

COPT declared dividends per common share of $1.10 in 2013, $1.10 in 2012 and $1.65 in 2011.

See Note 16 for disclosure of common share activity pertaining to our share-based compensation plans.
Corporate Office Properties, L.P.
  
Class of Stock [Line Items]  
Equity - COPLP and Subsidiaries
Equity - COPLP and Subsidiaries

General Partner Preferred Units

The table below sets forth information pertaining to preferred units in COPLP held by COPT at December 31, 2013 (dollars in thousands, except per unit data):
Series
 
# of Units Issued
 
Aggregate Liquidation Preference
 
Month of Issuance
 
Annual Distribution Yield
 
 Annual Distribution Per Unit
 
Earliest Redemption Date
Series H
 
2,000,000

 
$
50,000

 
December 2003
 
7.500
%
 
$
1.87500

 
12/18/2008
Series K
 
531,667

 
26,583

 
January 2007
 
5.600
%
 
$
2.80000

 
1/9/2017
Series L
 
6,900,000

 
172,500

 
June 2012
 
7.375
%
 
$
1.84375

 
6/27/2017
 
 
9,431,667

 
$
249,083

 
 
 
 
 
 
 
 


In the case of each series of preferred units, COPT had preferred shares that carry substantially the same terms. Each series of preferred units are redeemable for cash in the amount of its liquidation preference at our option on or after the earliest redemption date. The Series K Preferred Units are also convertible, subject to certain conditions, into common units on the basis of 0.8163 common units for each preferred unit. COPT, as holder of these preferred units, is entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees).

On June 27, 2012, in connection with COPT’s public offering of 6.9 million Series L Preferred Shares at a price of $25.00 per share for net proceeds of $165.7 million after underwriting discounts but before offering expenses, COPT contributed the net proceeds from the sale to COPLP in exchange for 6.9 million Series L Preferred Units. The Series L Preferred Units carry terms that are substantially the same as the Series L Preferred Shares.

In 2012 and 2013, COPLP redeemed all of the outstanding units of its following series of preferred units held by COPT:

•
the 8% Series G Preferred Units on August 6, 2012 at a price of $25.00 per unit, or $55.0 million in the aggregate, plus accrued and unpaid distributions thereon through the date of redemption, and recognized a $1.8 million decrease to net income available to common unitholders pertaining to the units’ original issuance costs at the time of the redemption.
•
the 7.625% Series J Preferred Units on April 22, 2013 at a price of $25.00 per unit, or $84.8 million in the aggregate, plus accrued and unpaid distributions thereon through the date of redemption, and recognized a $2.9 million decrease to net income available to common unitholders pertaining to the units’ original issuance costs at the time of the redemption.

Limited Partner Preferred Units

COPLP has 352,000 Series I Preferred Units issued to an unrelated party that have an aggregate liquidation preference of $8.8 million ($25.00 per unit), plus any accrued and unpaid distributions of return thereon (as described below), and may be redeemed for cash by COPLP at COPLP’s option any time after September 22, 2019. The owner of these units is entitled to a priority annual cumulative return equal to 7.5% of their liquidation preference through September 22, 2019; the annual cumulative preferred return increases for each subsequent five-year period, subject to certain maximum limits. These units are convertible into common units on the basis of 0.5 common units for each Series I Preferred Unit; the resulting common units would then be exchangeable for COPT common shares in accordance with the terms of COPLP’s agreement of limited partnership.

Common Units

COPT owned 95.6% of COPLP’s common units as of December 31, 2013 and 95.2% as of December 31, 2012. Three of COPT’s trustees also controlled, either directly or through ownership by other entities or family members, an additional 3.4% of COPLP’s common units as of December 31, 2013.

During 2012 and 2013, COPT acquired additional common units through the following public offerings of common shares:

•
8.6 million common shares in October 2012 at a public offering price of $24.75 per share for net proceeds of $204.9 million (after underwriter discounts but before offering expenses) that were contributed to COPLP in exchange for an equal number of common units in COPLP; and
•
4.485 million common shares in March 2013 at a public offering price of $26.34 per share for net proceeds of $118.1 million (after underwriter discounts but before offering expenses) that were contributed to COPLP in exchange for an equal number of common units in COPLP.

On July 15, 2013, COPT issued 1.5 million common shares at a weighted average price of $26.05 per share, representing its first issuance under the ATM program. Net proceeds from the shares issued totaled $38.5 million, after payment of $586,000 in commissions to sales agents. The common shares were contributed to COPLP in exchange for 1.5 million common units.

Limited partners in COPLP holding common units have the right to require COPLP to redeem all or a portion of their common units. COPLP (or COPT as the general partner) has the right, in its sole discretion, to deliver to such redeeming limited partners for each partnership unit either one COPT common share (subject to anti-dilution adjustment) or a cash payment equal to the then fair market value of such share (so adjusted) (based on the formula for determining such value set forth in the partnership agreement). Limited partners holding common units redeemed their units into common shares on the basis of one common share for each common unit in the amount of 311,343 in 2013 and 234,246 in 2012.

We declared distributions per common unit of $1.10 in 2013, $1.10 in 2012 and $1.65 in 2011.