COPT Announces Commencement of Offer to Exchange Its 3.600% Senior Notes Due 2023 for Registered Notes

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COLUMBIA, Md.--(BUSINESS WIRE)-- Corporate Office Properties Trust (COPT) (NYSE: OFC), announces that its operating partnership, Corporate Office Properties, L.P. (the "Operating Partnership" and, together with COPT, the “Company”), has commenced a registered exchange offer to exchange any and all of its outstanding 3.600% Senior Notes due 2023, which were issued in a private placement (the “Private Notes”), for an equal principal amount of new 3.600% Senior Notes due 2023 that have been registered under the Securities Act of 1933, as amended (the “Registered Notes”).

The sole purpose of the exchange offer is to fulfill the Company’s obligations with respect to exchanging the Private Notes for registered notes. Pursuant to a registration rights agreement entered into by the Operating Partnership and COPT in connection with the sale of the Private Notes, the Company agreed to file with the Securities and Exchange Commission a registration statement relating to the exchange offer pursuant to which the Operating Partnership would offer to exchange any Private Notes tendered by the holders of those notes for Registered Notes containing terms that are substantially identical to the Private Notes.

Any Private Notes not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest, but will not retain any rights under the registration rights agreement except in limited circumstances.

The terms of the exchange offer are contained in the exchange offer prospectus dated July 16, 2013.

The exchange offer will expire at 5:00 p.m., New York City time, August 14, 2013, unless extended. Private Notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date by following the procedures set forth in the exchange offer prospectus.

Requests for assistance or for copies of the exchange offer prospectus should be directed to the exchange agent: U.S. Bank National Association, Global Corporate Trust Services, 1021 East Cary Street, Richmond, VA 23219, Attention: Becky D. Burton Corporate Trust Department, Reference: Corporate Office Properties Trust, 3.600% Senior Notes due 2023.

This press release shall not constitute an offer to sell or exchange any securities or a solicitation of an offer to buy or exchange any securities. The exchange offer will be made only by means of a written prospectus.

Company Information

COPT is an office REIT that focuses primarily on serving the specialized requirements of U.S. Government agencies and defense contractors, most of whom are engaged in defense information technology and national security-related activities. The Company generally acquires, develops, manages and leases office and data center properties concentrated in large office parks primarily located near knowledge-based government demand drivers and/or in targeted markets or submarkets in the Greater Washington, DC/Baltimore region. As of March 31, 2013, the Company’s consolidated portfolio consisted of 210 office properties totaling 19.1 million rentable square feet. COPT is an S&P MidCap 400 company.

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. Accordingly, 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.

Important factors that may affect these expectations, estimates, and projections include, but are not limited to:

  • general economic and business conditions, which will, among other things, affect office property and data center demand and rents, tenant creditworthiness, interest rates, financing availability and property values;
  • adverse changes in the real estate markets including, among other things, increased competition with other companies;
  • governmental actions and initiatives, including risks associated with the impact of a government shutdown or budgetary reductions or impasses, such as a reduction in rental revenues, non-renewal of leases, and/or a curtailment of demand for additional space by the Company's strategic customers;
  • the Company’s ability to borrow on favorable terms;
  • risks of real estate acquisition and development activities, including, among other things, risks that development projects may not be completed on schedule, that tenants may not take occupancy or pay rent or that development or operating costs may be greater than anticipated;
  • the Company’s ability to sell properties included in its Strategic Reallocation Plan;
  • risks of investing through joint venture structures, including risks that the Company’s joint venture partners may not fulfill their financial obligations as investors or may take actions that are inconsistent with the Company’s objectives;
  • changes in the Company’s plans for properties or views of market economic conditions or failure to obtain development rights, either of which could result in recognition of significant impairment losses;
  • the Company’s ability to satisfy and operate effectively under Federal income tax rules relating to real estate investment trusts and partnerships;
  • the Company's ability to achieve projected results;
  • the dilutive effects of issuing additional common shares; and
  • environmental requirements.

The Company undertakes no obligation to update or supplement any forward-looking statements. For further information, please refer to the Company’s filings with the Securities and Exchange Commission, particularly the section entitled “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Corporate Office Properties Trust
Stephanie Krewson, 443-285-5453
stephanie.krewson@copt.com
or
Michelle Layne, 443-285-5452
michelle.layne@copt.com

Source: Corporate Office Properties Trust (COPT)

Released July 16, 2013