UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2021

CORPORATE OFFICE PROPERTIES TRUST

CORPORATE OFFICE PROPERTIES, L.P.

(Exact name of registrant as specified in its charter)

Corporate Office Properties Trust	Maryland	1-14023	23-2947217
	(State or other jurisdiction of	(Commission ~~File~~	(IRS Employer
	incorporation or organization)	File Number)	Identification No.)
Corporate Office Properties, L.P.	Delaware	333-189188	23-2930022
	(State or other jurisdiction of	(Commission File	(IRS Employer
	(State or other jurisdiction of incorporation or	(Commission File	(IRS Employer Identification No.)
	incorporation or organization)	Number)	Identification No.)
	organization)	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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of beneficial interest, $0.01 par value		OFC		New York Stock Exchange

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company (Corporate Office Properties Trust) ¨

Emerging Growth Company (Corporate Office Properties, L.P.) ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Corporate Office Properties Trust ¨

Corporate Office Properties, L.P. ¨

Item 7.01. Regulation FD Disclosure.

On March 3 9, 2021, Corporate Office Properties Trust (~~the~~ “~~Company~~COPT”) issued a press release announcing ~~that~~the ~~its~~pricing ~~operating~~of ~~partnership, Corporate Office~~the ~~Properties,~~previously ~~L.P.~~announced ~~(the “Operating Partnership”), has commenced a~~ cash tender offer ~~(the “2024 Notes Tender Offer”)~~ for any and all of the ~~Operating Partnership’s~~ outstanding 53.25600% Senior Notes due ~~2024,~~2023 ~~fully~~of ~~and~~Corporate ~~unconditionally~~Office ~~guaranteed~~Properties, byL.P. ~~the Company~~ (~~the~~ “~~2024 Notes~~COPLP”)., ~~The~~fully ~~complete terms~~ and ~~conditions~~unconditionally ~~of the Tender Offer are set forth in an offer to purchase and notice of~~ guaranteed ~~delivery~~by ~~(collectively the “2024 Notes Tender Offer Documents”) that will be sent to registered holders of the 2024 Notes and be posted online at www~~COPT.~~dfking.com/ofc. The 2024 Notes Tender Offer will expire at 5:00 p.m., New York City time, on March 10, 2021, unless extended or earlier terminated (the “2024 Notes Tender Offer Expiration Time”).~~

~~The~~A ~~consideration~~copy ~~for each $1,000 principal amount~~ of ~~2024 Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to~~ the ~~2024~~press ~~Notes~~release ~~Tender~~is ~~Offer~~furnished ~~will~~as beExhibit ~~determined~~99.1 inhereto ~~the~~and ~~manner~~is ~~described~~incorporated ~~in the 2024 Notes Tender Offer Documents~~ by reference ~~to the fixed spread plus the yield based on the bid-side price of the U~~herein.~~S. Treasury Reference Security at 2:00 p.m., New York City time, on March 10, 2021, unless extended.~~

~~Holders~~The ~~will~~information ~~also~~included ~~receive~~in ~~accrued~~Item ~~and~~7.01 ~~unpaid~~of ~~interest~~this Current Report on ~~the~~Form ~~2024~~8-K, ~~Notes~~including ~~validly~~Exhibit ~~tendered~~99.1 and ~~accepted~~the ~~for~~information ~~purchase~~contained ~~from~~once ~~the~~accessible ~~last~~through ~~interest~~the ~~payment~~website ~~date up to~~indicated above, ~~but~~is ~~not~~being ~~including, the~~“furnished” ~~date~~and ~~the~~shall ~~Company~~not ~~initially~~be ~~makes~~deemed ~~payment~~“filed” for ~~such~~the ~~2024~~purposes ~~Notes,~~of ~~which~~or ~~date~~otherwise issubject ~~anticipated~~ to ~~be March 11, 2021 (the “2024~~ ~~Notes~~liabilities ~~Tender~~under ~~Offer~~Section ~~Settlement~~18 ~~Date”).~~of ~~The~~the ~~2024~~Securities ~~Notes~~Exchange ~~tendered~~Act ~~by notice~~ of ~~guaranteed~~1934, ~~delivery~~as amended, and ~~accepted~~shall ~~for~~not ~~purchase will~~ be ~~purchased~~deemed onto ~~the~~be ~~third~~incorporated ~~business~~by reference ~~day~~into ~~after~~ the ~~2024~~filings ~~Notes Tender Offer Expiration Time, and payment~~ of ~~accrued~~COPT ~~interest on~~or ~~such~~COPLP ~~2024~~under ~~Notes~~the ~~will~~Securities ~~only~~Act beof ~~made to~~1933, ~~but~~as ~~not including~~amended, or the ~~2024~~Securities ~~Notes~~Exchange ~~Tender~~Act ~~Offer~~of ~~Settlement~~1934, as ~~Date~~amended.

AItem ~~copy of the press release is furnished as Exhibit 99~~8.101 toOther ~~this Current Report on Form 8-K~~Events.

~~The~~On March ~~information~~3, ~~included~~2021, inCOPT ~~Item~~and ~~7.01~~COPLP ~~of this~~entered ~~Current~~into ~~Report~~an onunderwriting ~~Form 8-K,~~agreement ~~including~~(the ~~Exhibit 99.1~~“Underwriting Agreement”) by and ~~the~~among themselves ~~information~~and ~~contained~~Wells ~~once~~Fargo ~~accessible~~Securities, ~~through~~LLC, ~~the~~Barclays ~~website indicated~~Capital ~~above~~Inc., isBofA ~~being~~Securities, ~~“furnished”~~Inc. and ~~shall~~Citigroup ~~not~~Global beMarkets ~~deemed~~Inc., ~~“filed”~~acting on ~~for~~behalf ~~the~~of ~~purposes~~themselves and as representatives of orthe ~~otherwise subject~~several tounderwriters ~~liabilities~~listed ~~under~~on ~~Section 18~~Schedule ofI ~~the~~thereto, ~~Securities~~in ~~Exchange~~connection ~~Act~~with COPLP’s issuance and sale of ~~1934~~$600,000,000 asaggregate ~~amended,~~principal ~~and~~amount ~~shall~~of ~~not~~2.750% beSenior ~~deemed~~Notes todue ~~be incorporated~~2031. byCOPT ~~reference~~and ~~into~~COPLP ~~the~~filed ~~filings~~a ofprospectus supplement ~~the~~in ~~Company~~connection ~~under~~with the ~~Securities~~offering, ~~Act~~dated ofMarch ~~1933~~3, ~~as amended~~2021, orfiled with the Securities and Exchange ~~Act~~ ofCommission ~~1934,~~on asMarch ~~amended~~5, 2021.

The Underwriting Agreement contains various representations, warranties and agreements by COPLP, conditions to closing, indemnification rights and obligations of the parties. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits

Exhibit Number		Exhibit Title
99.1		Press Release, dated March 3, 2021, issued by Corporate Office Properties Trust.
1.1		Underwriting Agreement, dated as of March 3, 2021, by and among Corporate Office Properties Trust, Corporate Office Properties, L.P., Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., acting on behalf of themselves and as representatives of the several underwriters listed on Schedule I thereto.
99.1		Press Release, dated March 9, 2021, issued by Corporate Office Properties Trust.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	CORPORATE OFFICE PROPERTIES TRUST		CORPORATE OFFICE PROPERTIES, L.P.
			By: Corporate Office Properties Trust,
			its General Partner
	/s/ Anthony Mifsud		/s/ Anthony Mifsud
	Anthony Mifsud		Anthony Mifsud
	Executive Vice President and Chief Financial Officer		Executive Vice President and Chief Financial Officer
Dated:	March 39, 2021	Dated:	March 39, 2021

Co-Registrant CIK	0001577966
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2021-03-3
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant AddressLine1	6711 Columbia Gateway Drive
Co-Registrant AddressLine2	Suite 300
Co-Registrant City	Columbia
Co-Registrant State	Maryland
Co-Registrant ZipCode	21046
Co-Registrant CityAreaCode	443
Co-Registrant LocalPhoneNumber	285-5400

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