Attached files

file filename
EX-4.2 - EXHIBIT 4.2 - LIBERTY PROPERTY TRUSTc06319exv4w2.htm
EX-8.1 - EXHIBIT 8.1 - LIBERTY PROPERTY TRUSTc06319exv8w1.htm
EX-4.1 - EXHIBIT 4.1 - LIBERTY PROPERTY TRUSTc06319exv4w1.htm
EX-5.1 - EXHIBIT 5.1 - LIBERTY PROPERTY TRUSTc06319exv5w1.htm
EX-1.1 - EXHIBIT 1.1 - LIBERTY PROPERTY TRUSTc06319exv1w1.htm
 
 

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): September 22, 2010

Liberty Property Trust
Liberty Property Limited Partnership
(Exact name of registrant as specified in its charter)

         
Maryland
Pennsylvania
  1-13130
0-13132
  23-2766549
23-7768996
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
65 Valley Stream Parkway, Malvern, PA
  19355
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 648-1700

 
Not Applicable
(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:

o Written communications pursuant to Rule 425 under the Securities 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))

 
 

 

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Item 8.01. Other Events

On September 22, 2010, Liberty Property Trust (the “Trust”), through its limited partnership subsidiary, Liberty Property Limited Partnership, (the “Operating Partnership”, and together with the Trust, the “Transaction Entities”) priced a public offering (the “Offering”) of $350,000,000 principal amount of the Operating Partnership’s 4.75% Senior Notes due 2020 (the “Notes”). In connection with the Offering, the Transaction Entities entered into an Underwriting Agreement with Banc of America Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC , as representatives for the several underwriters named therein, that provides for the issuance and sale of the Notes by the Operating Partnership. The Notes are registered under the Securities Act of 1933, as amended, pursuant to the Automatic Shelf Registration Statement on Form S-3 (File No. 333-150737-01) filed by the Transaction Entities with the Securities and Exchange Commission (the “Commission) on May 8, 2008 (the “2008 Registration Statement”), as amended by Post-Effective Amendment No. 1, filed by the Transaction Entities with the Commission on September 22, 2010 (“Amendment No. 1” and together with the 2008 Registration Statement, the “Registration Statement”). The terms of the Notes are governed by a senior indenture, dated September 22, 2010, between the Operating Partnership and U.S. Bank National Association, as trustee (the “Base Indenture”), as supplemented and amended by a supplemental indenture thereto, to be dated September 27, 2010 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).

A copy of the Base Indenture was previously filed as Exhibit 4.3 to Amendment No. 1. Copies of the Underwriting Agreement, the form of Global Note and the form of Supplemental Indenture are filed as Exhibits 1.1, 4.1 and 4.2 hereto, respectively, and are incorporated by reference herein. The summaries of the Underwriting Agreement, the Notes and the Indenture in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to Exhibits 1.1, 4.1 and 4.2 to this Current Report on Form 8-K and to Exhibit 4.3 to Amendment No. 1.

Item 9.01. Financial Statements and Exhibits.

     (d)  Exhibits.

     
Exhibit Number   Exhibit Title
1.1
  Underwriting Agreement, dated September 22, 2010, by and among Liberty Property Trust, Liberty Property Limited Partnership and Citigroup Global Markets Inc., Wells Fargo Securities, LLC and Banc of America Securities LLC, as representatives for the several underwriters named therein
4.1
  Form of Global Note Representing $350,000,000 Principal Amount of 4.75% Senior Notes due 2020
4.2
  Form of Supplemental Indenture between Liberty Property Limited Partnership and U.S. Bank National Association, as trustee
5.1
  Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the Notes
8.1
  Opinion of Cozen O’Connor

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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
 
   
 
  Name: James J. Bowes
Title: General Counsel and Secretary
     
  LIBERTY PROPERTY LIMITED PARTNERSHIP
     
 
By:
Liberty Property Trust, its sole General Partner
     
 
By:
/s/ James J. Bowes 
 
  Name: James J. Bowes
Title: General Counsel and Secretary
     

Dated: September 27, 2010

 

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EXHIBIT INDEX

     
Exhibit Number   Exhibit Title
1.1
  Underwriting Agreement, dated September 21, 2010, by and among Liberty Property Trust, Liberty Property Limited Partnership and Citigroup Global Markets Inc., Wells Fargo Securities, LLC and Banc of America Securities LLC, as representatives for the several underwriters named therein
4.1
  Form of Global Note Representing $350,000,000 Principal Amount of 4.75% Senior Notes due 2020
4.2
  Form of Supplemental Indenture between Liberty Property Limited Partnership and U.S. Bank National Association, as trustee
5.1
  Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the Notes
8.1
  Opinion of Cozen O’Connor

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