COPT Prices Offering of $300 Million of Seven-Year Senior Unsecured Notes

  COPT Prices Offering of $300 Million of Seven-Year Senior Unsecured Notes

Business Wire

COLUMBIA, Md. -- May 14, 2014

Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC)
announced that its operating partnership, Corporate Office Properties, L.P.
(the "Operating Partnership"), has priced an offering of $300 million
aggregate principal amount of 3.70% senior unsecured notes due June 15, 2021
(the "Notes") at a price equal to 99.739% of the principal amount. The Notes
will be senior unsecured obligations of the Operating Partnership and will be
fully and unconditionally guaranteed by COPT.

The Operating Partnership intends to use the net proceeds from the offering
(i) to repay borrowings under its unsecured revolving credit facility, (ii) to
repay $50 million under its existing term loan, initially maturing on
September 1, 2015, which had an original principal amount of $400 million,
(iii) to fund, prior to the receipt of proceeds from anticipated sales of
assets, the expected redemption of COPT’s Series H Preferred Shares, and (iv)
for general corporate purposes. The sale of the Notes is expected to close on
May 21, 2014, subject to customary conditions.

J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and RBC Capital
Markets, LLC are acting as joint book-running managers.

Copies of the prospectus supplement, when available, and the accompanying
prospectus relating to the Notes may be obtained without charge from J.P.
Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention:
Investment Grade Syndicate Desk, or by calling: 212-834-4533 collect; KeyBanc
Capital Markets Inc., 127 Public Square, 4th Floor, Cleveland, Ohio 44114,
Attention: Debt Capital Markets, Fax: 216-689-4233 or by calling 866-227-6479;
RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, New
York, New York 10282, Attn: Debt Capital Markets or by calling 866-375-6829 or
by emailing usdebtcapitalmarkets@rbccm.com. A copy of the prospectus
supplement and accompanying base prospectus may also be obtained without
charge by visiting the SEC website at www.sec.gov.

This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes or related guarantee nor shall there be any sale of
the Notes in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction.

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
which are engaged in defense information technology and national
security-related activities. As of March 31, 2014, COPT derived 73% of its
annualized revenue from its strategic tenant niche properties and 23% from its
regional office properties. 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, 2014, the Company’s consolidated portfolio consisted
of 183 office properties totaling 17.5  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 prolonged 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;
  *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, 2013.

Contact:

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