COPT DEFENSE PROPERTIES — Regulatory Filings 2011

Sep 1, 2011

8-K/A 1 a11-25288_18ka.htm 8-K/A

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, DC 20549*

*FORM 8-K/A*

*CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*

Date of report (Date of earliest event reported) August 5, 2011

*CORPORATE OFFICE PROPERTIES TRUST*

(Exact name of registrant as specified in its charter)

Maryland	1-14023	23-2947217
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

*6711 Columbia Gateway Drive, Suite 300 Columbia, Maryland 21046* (Address of principal executive offices)

*(443) 285-5400* (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

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*Explanatory Note:* On August 5, 2011, the Registrant and its operating partnership, Corporate Office Properties, L.P. (the “Operating Partnership”), entered into a credit agreement, dated and effective as of September 1, 2011 (the “Credit Agreement”), with a group of lenders defined in a Form 8-K filed by the Registrant on August 9, 2011 (the “Form 8-K”). Also on August 5, 2011, the Registrant and the Operating Partnership entered into a term loan agreement, dated and effective as of September 1, 2011 (the “Term Loan Agreement”), with the same lenders. This Current Report on Form 8-K/A amends the Form 8-K by attaching as Exhibits 99.1 and 99.2 hereto, respectively, the Credit Agreement and the Term Loan Agreement. This Amendment to the Form 8-K is being filed solely in light of the “put right” currently exercisable by the holders of the 3.50% Exchangeable Senior Notes due 2026 (the “Notes”) of the Operating Partnership as described in the Tender Offer Statement on Schedule TO filed by the Registrant on August 16, 2011, as amended.

*Item 9.01. Financial Statements and Exhibits*

(a) Financial Statements of Businesses Acquired

None

(b) Pro Forma Financial Information

None

(c) Shell Company Transactions

None

(d) Exhibits

Exhibit Number	Exhibit Title
99.1	Credit Agreement, dated as of September 1, 2011, by and among Corporate Office Properties, L.P.; Corporate Office Properties Trust; J.P. Morgan Securities LLC; KeyBanc Capital Markets; KeyBank National Association; JPMorgan Chase Bank, N.A.; Bank of America, N.A.; Royal Bank of Canada; Wells Fargo Bank, National Association; Barclays Bank PLC; PNC Bank, National Association; Regions Bank; Manufacturers and Traders Trust Company; and SunTrust Bank.
99.2	Term Loan Agreement, dated as of September 1, 2011, by and among Corporate Office Properties, L.P.; Corporate Office Properties Trust; J.P. Morgan Securities LLC; KeyBanc Capital Markets; KeyBank National Association; JPMorgan Chase Bank, N.A.; Bank of America, N.A.; Royal Bank of Canada; Barclays Bank PLC; PNC Bank, National Association; Wells Fargo Bank, National Association; Regions Bank; Manufacturers and Traders Trust Company; and SunTrust Bank.

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*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.

Date: September 1, 2011
CORPORATE OFFICE PROPERTIES TRUST
By:	/s/ Stephen E. Riffee
Name:	Stephen E. Riffee
Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Credit Agreement, dated as of September 1, 2011, by and among Corporate Office Properties, L.P.; Corporate Office Properties Trust; J.P. Morgan Securities LLC; KeyBanc Capital Markets; KeyBank National Association; JPMorgan Chase Bank, N.A.; Bank of America, N.A.; Royal Bank of Canada; Wells Fargo Bank, National Association; Barclays Bank PLC; PNC Bank, National Association; Regions Bank; Manufacturers and Traders Trust Company; and SunTrust Bank.
99.2	Term Loan Agreement, dated as of September 1, 2011, by and among Corporate Office Properties, L.P.; Corporate Office Properties Trust; J.P. Morgan Securities LLC; KeyBanc Capital Markets; KeyBank National Association; JPMorgan Chase Bank, N.A.; Bank of America, N.A.; Royal Bank of Canada; Barclays Bank PLC; PNC Bank, National Association; Wells Fargo Bank, National Association; Regions Bank; Manufacturers and Traders Trust Company; and SunTrust Bank.

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