---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-100781"
form_type: "8-K"
ticker: "CDP"
cik: "0000860546"
company_name: "COPT DEFENSE PROPERTIES"
filed_at: "2023-09-14T23:59:59+00:00"
generated_at: "2026-06-10T18:17:47.991611+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Corporate Office Properties Trust issues $345M in 5.25% exchangeable notes due 2028

## Summary
- Issued $345M aggregate principal (incl. $45M greenshoe) of 5.25% Senior Exchangeable Notes due 2028.
- Net proceeds ~$336M; used for debt repayment, pre-funding development, and general corporate purposes.
- Notes exchangeable at 33.3739 common shares per $1,000 principal (exchange price ~$29.96, 22.5% premium to $24.46 close).
- Interest payable semi-annually March/September, beginning March 15, 2024; maturity September 15, 2028.
- Entered into registration rights agreement requiring shelf registration or prospectus supplement within 90 days.

## SEC filing metadata
- accession: 0001104659-23-100781
- form_type: 8-K
- ticker: CDP
- cik: 0000860546
- company_name: COPT DEFENSE PROPERTIES
- filed_at: 2023-09-14T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/860546/000110465923100781/0001104659-23-100781-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/860546/000110465923100781/tm2326134d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-100781
- JSON: https://secwatch.observer/filing/0001104659-23-100781.json
- Plain text: https://secwatch.observer/filing/0001104659-23-100781.txt

## Key facts
- Debt Financings
  COPT DEFENSE PROPERTIES incurred senior notes of $345 million with Wells Fargo Securities, LLC as representative of the initial purchasers at 5.25% per year maturing September 15, 2028.
  - Instrument: senior notes
  - Principal: $345 million
  - Counterparty: Wells Fargo Securities, LLC as representative of the initial purchasers
  - Rate: 5.25% per year
  - Maturity: September 15, 2028
  - Event: incurrence
  source text: On September 12, 2023, Corporate Office Properties, L.P. (the "Issuer"), the operating partnership of Corporate Office Properties Trust (the "Guarantor"), issued $345 million aggregate principal amount of its 5.25% Exchangeable Senior Notes due 2028 (the "Notes"), which included $45 million principal amount of Notes purchased pursuant to the full exercise of the option granted to the Initial Purchasers (as defined below) pursuant to the Purchase Agreement (as defined below).
  evidence_url: https://www.sec.gov/Archives/edgar/data/860546/000110465923100781/0001104659-23-100781-index.htm
- Material Agreements
  COPT DEFENSE PROPERTIES entered into Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2023-09-12).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association, as trustee
  - Effective: 2023-09-12
  source text: The Notes and the Guarantee were issued pursuant to an indenture, dated as of September 12, 2023 (the "Indenture"), among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association, as trustee
  evidence_url: https://www.sec.gov/Archives/edgar/data/860546/000110465923100781/0001104659-23-100781-index.htm
- Material Agreements
  COPT DEFENSE PROPERTIES entered into Purchase Agreement with Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (effective 2023-09-07).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein
  - Effective: 2023-09-07
  source text: the Issuer and the Guarantor entered into a Purchase Agreement dated September 7, 2023 (the "Purchase Agreement") with Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein
  evidence_url: https://www.sec.gov/Archives/edgar/data/860546/000110465923100781/0001104659-23-100781-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.