COPT Calls Series H Cumulative Redeemable Preferred Shares for Redemption; Revises Guidance for 2Q14 and Affirms Full Year

  COPT Calls Series H Cumulative Redeemable Preferred Shares for Redemption;
  Revises Guidance for 2Q14 and Affirms Full Year

Business Wire

COLUMBIA, Md. -- May 15, 2014

Corporate Office Properties Trust (“COPT” or the “Company”) (NYSE: OFC)
announced that it has called for redemption of all of its 2,000,000
outstanding 7.5% Series H Cumulative Redeemable Preferred Shares (the "Series
H Preferred Shares") (NYSE: OFCPrH), at a price of $25.3230 per Series H
Preferred Share, which includes accrued and unpaid dividends through the date
of redemption (the "Series H Redemption Price").

The redemption date for the Series H Preferred Shares will be June 16, 2014
(the "Redemption Date"). From and after the Redemption Date, dividends on the
Series H Preferred Shares shall cease to accrue and holders of the Series H
Preferred Shares will have no rights as such holders other than the right to
receive the Series H Redemption Price, without interest, upon surrender of the
Series H Preferred Shares.

The Notice of Redemption and related materials are being mailed to holders of
record of the Series H Preferred Shares. Wells Fargo Shareowner Services is
acting as the redemption agent. Requests for additional copies of the
materials should be directed to COPT’s Investor Relations Department at
ir@copt.com.

Redeeming the Series H Preferred Shares will reduce second quarter 2014 net
earnings available to common shareholders by $1.8 million, an amount equal to
the Series H Preferred Shares’ initial offering costs. The impact of the
redemption was not included in the second quarter 2014 or full year earnings
guidance issued by the Company in an April 25, 2014 press release.

2014 FFO Guidance:

Management is affirming full year guidance for 2014 diluted funds from
operations per share (“FFOPS”), as adjusted for comparability, in the range of
$1.85–$1.92. Management is revising previously issued guidance for second
quarter 2014 FFOPS, as adjusted for comparability, from the range of
$0.43–$0.45 to a new range of $0.42–$0.44 to recognize the impact of the
Company’s May 14, 2014 senior notes issuance that originally was forecasted to
occur later in the year. A reconciliation of projected diluted EPS to
projected FFOPS, as adjusted for comparability, for the quarter ending June
30, 2014 and the year ending December 31, 2014 is provided in the following
table.

                                                            
                           Quarter Ending              Year Ending
                           June 30, 2014               December 31, 2014
                           Low           High          Low           High
                                                                     
EPS                        $ 0.04        $ 0.06        $ 0.95        $ 1.02
Real estate
depreciation and            0.32        0.32        1.44        1.44  
amortization
                                                                     
FFOPS, NAREIT                0.36          0.38          2.39          2.46
definition
                                                                     
Issuance cost of
Redeemed Preferred           0.02          0.02          0.02          0.02
Shares
Net operating income
from properties to be        (0.01 )       (0.01 )       (0.02 )       (0.02 )
conveyed (a)
Interest expense on
loan secured by              0.05          0.05          0.14          0.14
properties to be
conveyed (a)
Net gains on early
extinguishment of debt      -           -           (0.68 )      (0.68 )
(b)
                                                                     
FFOPS, as adjusted for     $ 0.42       $ 0.44       $ 1.85       $ 1.92  
comparability
                                                                             

     The Company expects to transfer two operating properties in satisfaction
     of non-recourse secured indebtedness. These amounts represent the
a.  Company's forecast of net operating income generated by these assets and
     interest expense (accrued at the default rate) from April 1^st through
     year-end, and assuming a transfer date of December 31, 2014.
b.   Represents debt and accrued interest in excess of the book value of the
     assets to be conveyed.
     

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 (COPT)
IR Contacts:
Stephanie Krewson, 443-285-5453
stephanie.krewson@copt.com
or
Michelle Layne, 443-285-5452
michelle.layne@copt.com
 
Press spacebar to pause and continue. Press esc to stop.