UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 1, 2013
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Maryland Pennsylvania | | 1-13130 1-13132 | | 23-7768996 23-2766549 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
500 Chesterfield Parkway Malvern, PA | | 19355 |
(Address of principal executive offices) | | (Zip Code) |
Registrants’ telephone, including area code: (610) 648-1700
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).
Item 8.01 Other Events.
On August 1, 2013, Liberty Property Trust (the “Company”) and Liberty Property Limited Partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”) priced a public offering of 21,000,000 newly issued common shares of beneficial interest of the Company, par value $0.001 per share (“Common Shares”), at a public offering price of $36.00 per share. Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC acted as joint book-running managers and underwriters for the offering. The Company also granted the underwriters an option to purchase up to an additional 3,150,000 Common Shares during the next 30 days. The underwriters exercised the option in full on August 2, 2013. The Transaction Entities estimate that the net proceeds from this offering, after expenses, will be approximately $834.1 million, including the proceeds from the sale of Common Shares pursuant to the option that the underwriters have exercised in full. This offering is expected to close on August 7, 2013. The underwriting agreement relating to the offering is filed as Exhibit 1.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | | |
Number | | Exhibit Title |
| | |
1.1 | | Underwriting Agreement, dated August 1, 2013, by and among the Company, the Operating Partnership, and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives to the several underwriters named in Schedule I thereto. |
| | |
5.1 | | Opinion of Saul Ewing LLP, dated August 7, 2013. |
| | |
8.1 | | Opinion of Cozen O’Connor, dated August 7, 2013. |
| | |
99.1 | | Press Release dated August 1, 2013. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY PROPERTY TRUST |
| | |
| | |
| By: | /s/ James J. Bowes |
| | James J. Bowes |
| | Secretary and General Counsel |
| | |
| LIBERTY PROPERTY |
| LIMITED PARTNERSHIP |
| | |
| By: | Liberty Property Trust, its sole |
| | General Partner |
| | |
| By: | /s/ James J. Bowes |
| | James J. Bowes |
| | Secretary and General Counsel |
| | |
Dated: August 7, 2013 | | |
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EXHIBIT INDEX
Exhibit
Number | | Exhibit Title |
| | |
1.1 | | Underwriting Agreement, dated August 1, 2013, by and among the Company, the Operating Partnership, and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives to the several underwriters named in Schedule I thereto. |
| | |
5.1 | | Opinion of Saul Ewing LLP, dated August 7, 2013. |
| | |
8.1 | | Opinion of Cozen O’Connor, dated August 7, 2013. |
| | |
99.1 | | Press Release dated August 1, 2013. |
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