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COPT Completes Tender Offer For 4.25% Exchangeable Senior Notes Due 2030; Updates Second Quarter 2013 Guidance And Expects To Meet Or Exceed Mid-Point Of Full Year Guidance For FFOPS, As Adjusted For Comparability

Stocks in this article: OFC

Corporate Office Properties Trust (COPT or the Company) (NYSE: OFC) announced that its operating partnership, Corporate Office Properties, L.P. (the “Operating Partnership”), has successfully completed its cash tender offer (the “Tender Offer”), previously announced on May 29, 2013, for any and all of the Operating Partnership’s 4.25% Exchangeable Senior Notes due on April 15, 2030 (CUSIP No. 22003BAC0) (the “Notes”). The Tender Offer expired at 11:59 p.m., New York City time, on June 26, 2013 (the “Expiration Time”).

As of the Expiration Time, the Operating Partnership had received valid tenders for approximately $185,698,000, or 99.7% of the $186,273,000 outstanding principal amount of Notes. No such tenders were withdrawn. On June 27, 2013 (the “Payment Date”), tendered holders received consideration in the amount of $1,070 for each $1,000 principal amount of the Notes tendered, plus accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date.

RBC Capital Markets acted as the sole Dealer Manager, and D.F. King & Co., Inc. acted as the Information and Tender Agent.

This press release is for information purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any of the Notes. The Tender Offer was conducted pursuant to the tender offer documents, including the Offer to Purchase, that were distributed to holders of the Notes. None of the Company, the Operating Partnership, the Dealer Manager or the Information Agent made any recommendation as to whether holders of Notes should tender or refrain from tendering their Notes in the Tender Offer or the amount of Notes to tender.

Guidance Update for Q2 2013:

The Company also updated its previously issued guidance for second quarter 2013 diluted earnings per share (EPS) and diluted funds from operations per share (FFOPS), as defined by NAREIT, to include a $0.24 per share loss on the early extinguishment of debt primarily related to the purchase of the Notes. EPS guidance for the quarter ending June 30, 2013, was also affected by $7.2 million of non-cash impairment losses related to operating properties the Company has previously designated for disposition. Whereas previously announced ranges for second quarter 2013 EPS and FFOPS, as defined by NAREIT, were $0.08—$0.09 and $0.43—$0.45, respectively, the Company now expects an EPS loss of ($0.16—$0.14) and FFOPS as defined by NAREIT of $0.24—$0.26.

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