tm2331262-1_424b7 - none

424B7 1 tm2331262-1_424b7.htm 424B7 tm2331262-1_424b7 - none - 5.8125213s

Filed pursuant to Rule 424(b)(7)
Registration No. 333-264198

PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 8, 2022)

Up to 14,104,635 Shares

COPT Defense Properties

Common Shares of Beneficial Interest

COPT Defense Properties, L.P. (“CDPLP”), the operating partnership through which COPT Defense Properties (“COPT Defense”) conducts its business, issued $345,000,000 principal amount of its 5.25% Exchangeable Senior Notes due 2028 (the “notes”) in a private transaction in September 2023. Under certain circumstances, COPT Defense may issue its common shares of beneficial interest, par value $0.01 per share (the “common shares”), upon exchange of the notes. In such circumstances, the recipients of such common shares (the “selling shareholders”) may use this prospectus supplement to resell from time to time some or all of the common shares that we may issue to them upon the exchange of the notes. We may supplement the information set forth in this prospectus supplement in future prospectus supplements, amendments to this prospectus supplement or in filings we make with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act “), that are incorporated by reference in this prospectus supplement.

The notes are exchangeable only in the circumstances described in the indenture for the notes. Upon any exchange, CDPLP will pay cash up to the aggregate principal amount of the notes to be exchanged and pay or deliver (or cause to be delivered), as the case may be, cash, common shares or a combination of cash and common shares, at our election, in respect of the remainder, if any, of CDPLP’s exchange obligation in excess of the aggregate principal amount of the notes being exchanged. The registration of common shares covered by this prospectus supplement does not necessarily mean that any of the selling shareholders will exchange their notes for our common shares, or whether upon any exchange of the notes we will elect, in our sole and absolute discretion, to satisfy any exchange of notes with cash, or common shares, or a combination thereof, or that any common shares received upon exchange of the notes will be sold by the selling shareholders.

Neither we nor CDPLP will receive any of the proceeds from any issuances of common shares to the selling shareholders upon exchange of the notes or from any sale of such shares by the selling shareholders, but we have agreed to pay certain registration expenses relating to such shares. The selling shareholders from time to time may offer and sell common shares held by them directly or through agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus supplement or any future prospectus supplement or amendments to this prospectus supplement.

To preserve our status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, among other purposes, our amended and restated declaration of trust, as amended, imposes certain restrictions on the ownership of our common shares. See “Description of Shares — Restrictions on Ownership and Transfer” in the accompanying prospectus.

Our common shares are listed on The New York Stock Exchange (“NYSE”) under the symbol “CDP.” On November 17, 2023, the last reported sale price of our common shares on the NYSE was $24.38 per share.

Investing in our common shares involves risks. See the risks referred to in the section beginning on page 6 of the accompanying prospectus entitled “Risk Factors” as well as the risks identified in our most recently filed Annual Report on Form 10-K and other filings we make with the SEC from time to time, which are incorporated herein by reference.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 22, 2023.

	Page
PROSPECTUS SUPPLEMENT
FORWARD-LOOKING STATEMENTS		S-1
PROSPECTUS SUPPLEMENT SUMMARY		S-3
USE OF PROCEEDS		S-4
SELLING SHAREHOLDERS		S-5
PLAN OF DISTRIBUTION		S-6
LEGAL MATTERS		S-8
EXPERTS		S-8
WHERE YOU CAN FIND MORE INFORMATION		S-8

PROSPECTUS
ABOUT THIS PROSPECTUS		3
FORWARD-LOOKING STATEMENTS		3
SUMMARY		5
OUR COMPANY		5
RISK FACTORS		6
USE OF PROCEEDS		9
DESCRIPTION OF SHARES		9
DESCRIPTION OF WARRANTS		13
DESCRIPTION OF DEBT SECURITIES AND RELATED GUARANTEES		14
DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF CORPORATE OFFICE PROPERTIES, L.P		23
CERTAIN PROVISIONS OF MARYLAND LAW AND COPT’S CHARTER AND BYLAWS		25
FEDERAL INCOME TAX MATTERS		28
PLAN OF DISTRIBUTION		43
EXPERTS		44
SELLING SECURITYHOLDERS		44
LEGAL MATTERS		44
WHERE YOU CAN FIND MORE INFORMATION		45

SEC Form 424B7 filed by Corporate Office Properties Trust