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PDM > SEC Filings for PDM > Form 8-K on 6-Mar-2014All Recent SEC Filings

Show all filings for PIEDMONT OFFICE REALTY TRUST, INC.

Form 8-K for PIEDMONT OFFICE REALTY TRUST, INC.


6-Mar-2014

Entry into a Material Definitive Agreement, Other Events, Fina


Item 1.01. Entry Into a Material Definitive Agreement.

On March 6, 2014, Piedmont Operating Partnership, LP (the "Operating Partnership"), the operating partnership and wholly-owned subsidiary of Piedmont Office Realty Trust, Inc. (the "Company"), issued $400 million in aggregate principal amount of 4.450% Senior Notes due 2024 (the "Notes"), which mature on March 15, 2024, pursuant to an indenture, dated as of March 6, 2014 (as amended and supplemented by a supplemental indenture (the "Supplemental Indenture"), dated March 6, 2014, the "Indenture"), by and among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (the "Trustee"). The Notes are fully and unconditionally guaranteed by the Company.

The Notes were offered by means of a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission. Copies of the Indenture and the Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2 and are incorporated herein by reference.



Item 8.01. Other Events.

On February 25, 2014, the Operating Partnership and the Company entered into an agreement (the "Underwriting Agreement") among the Operating Partnership, the Company, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the underwriters listed on Schedule 1 thereto (the "Underwriters"). Pursuant to the Underwriting Agreement, the Operating Partnership agreed to sell and the Underwriters agreed to purchase from the Operating Partnership, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

The Company is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into a Registration Statement on Form S-3 (Registration No. 333-189102).

On February 25, 2014, the Company issued a press release announcing the pricing of the offering of the Notes. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.                                  Description

 1.1              Underwriting Agreement, dated February 25, 2014, by and among
                  Piedmont Operating Partnership, LP, Piedmont Office Realty Trust,
                  Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
                  Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as
                  representatives of the underwriters listed on Schedule 1 thereto.

 4.1              Indenture, dated March 6, 2014, by and among Piedmont Operating
                  Partnership, LP, Piedmont Office Realty Trust, Inc. and U.S. Bank
                  National Association, as trustee.

 4.2              Supplemental Indenture, dated March 6, 2014, by and among
                  Piedmont Operating Partnership, LP, Piedmont Office Realty Trust,
                  Inc. and U.S. Bank National Association, as trustee.

 4.3              Form of 4.450% Senior Notes due 2024 (included in Exhibit 4.2)

 5.1              Opinion of King & Spalding LLP.

 5.2              Opinion of Venable LLP.

 8.1              Tax Opinion of King & Spalding LLP.

99.1              Press release dated February 25, 2014.


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