| Item 1.01. | Entry Into a Material Definitive Agreement. |
On December 11, 2023, Piedmont Operating Partnership, LP (the “Operating Partnership”), the operating partnership and wholly owned subsidiary of Piedmont Office Realty Trust, Inc. (the “Company”), issued an additional $200,000,000 aggregate principal amount of 9.250% Senior Notes due 2028 (the “Additional Notes”), which mature on July 20, 2028. The Additional Notes were issued under the existing indenture, dated as of March 6, 2014 (as amended and supplemented by a supplemental indenture (the “Supplemental Indenture”), dated as of July 20, 2023, the “Indenture”), by and among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Operating Partnership previously issued $400,000,000 aggregate principal amount of its 9.250% Senior Notes due 2028 (the “Existing Notes” and, together with the Additional Notes, the “Notes”), all of which remain outstanding. The Additional Notes have the same terms as the Existing Notes, are treated as a single series of securities with the Existing Notes under the Indenture, are fungible with the Existing Notes for U.S. federal income tax purposes, have the same CUSIP number as the Existing Notes and are traded interchangeably with the Existing Notes immediately upon issuance. The Notes are fully and unconditionally guaranteed by the Company. Interest on the Notes is payable semi-annually on January 20 and July 20 of each year, commencing January 20, 2024. The Notes bear interest at a rate of 9.250% per year, subject to adjustment as described in the Supplemental Indenture.
The Indenture contains certain covenants that, among other things, limit the ability of the Company, subject to exceptions, to incur secured and unsecured debt and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture requires the Company to maintain at all times total unencumbered assets of not less than 150% of total unsecured debt. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become, or to be declared, due and payable.
The Operating Partnership may, at its option, redeem the Notes at any time or from time to time prior to June 20, 2028, in whole or in part at the applicable make-whole redemption price specified in the Supplemental Indenture. If the Notes are redeemed on or after June 20, 2028 (one month prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.
The Company will use the net proceeds from the Additional Notes for general corporate purposes, including the repayment of outstanding indebtedness, working capital, capital expenditures and other general corporate purposes.
The Additional 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, respectively, and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01, “Entry Into a Material Definitive Agreement” is incorporated herein by reference.
On December 5, 2023, the Operating Partnership and the Company entered into an agreement (the “Underwriting Agreement”) among the Operating Partnership, the Company, Wells Fargo Securities, LLC and BofA Securities, Inc., 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 Additional 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. 333-266389).
