Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2020, in connection with the completion of the Transaction, the
Company, Columbia OP and the limited partners of Columbia OP entered into the
Amended and Restated Agreement of Limited Partnership of Columbia OP (the "A&R
OP Agreement"). The Company is the general partner of Columbia OP and, after
giving effect to the issuance of the Preferred OP Units in the Transaction, owns
97.2% of the limited partnership interests in Columbia OP.
Ownership of partnership units in Columbia OP generally entitles the holder to
share in cash distributions from, and in the profits and losses of, Columbia OP
in proportion to such holder's percentage ownership. The partnership units of
Columbia OP are not listed on any exchange or any national market system, and
the Company does not intend to make any such listing. Except as otherwise
expressly provided in the A&R OP Agreement, the Company, as general partner,
will have the exclusive right and full authority and responsibility to manage
and operate Columbia OP's business. Limited partners generally will not have any
right to participate in or exercise control or management power over the
business and affairs of Columbia OP or the power to sign documents for or
otherwise bind Columbia OP. The limited partners will have no power to remove
the Company as general partner. Limited partners may require Columbia OP to
redeem partnership units for cash, or at the Company's election, shares of
common stock, par value $0.01 per share, of the Company ("Columbia Common
Stock") on a one-for-one basis, at any time beginning one year following the
date of the initial issuance of the partnership units.
The A&R OP Agreement also sets forth the rights of the Preferred OP Units. The
Preferred OP Units will be entitled to receive distributions equivalent to those
declared and paid in respect of a share of Columbia Common Stock, have a
liquidation preference of $26.50 per share, and rank senior to the other
undesignated partnership units of Columbia OP (referred to as "Common OP
Units"). The Preferred OP Units generally are not redeemable by Columbia OP,
subject to certain exceptions for federal income tax purposes. At any time
following the issuance of the Preferred OP Units (the "Original Issue Date"),
holders of Preferred OP Units may convert all or a portion of such units into
Common OP Units. In addition, at any time following the second anniversary of
the Original Issue Date, each Preferred OP Unit shall automatically be converted
into a Common OP Unit on the trading day immediately following the earlier to
occur of (i) the time at which the closing price of the Columbia Common Stock on
the NYSE has been equal to or greater than $26.50 for three consecutive trading
days and (ii) the time at which the volume-weighted average price of a share of
Columbia Common Stock has been equal to or greater than $26.50 per share for any
period of ten consecutive trading days. Preferred OP Units convert to Common OP
Units on a one-for-one basis, subject to adjustments relating to the exchange of
Common OP Units for Columbia Common Stock under the A&R OP Agreement.
This description of the A&R OP Agreement above does not purport to be complete
and is qualified in its entirety by reference to the full text of the A&R OP
Agreement, a copy of which is included herewith as Exhibit 10.1 and the terms of
which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On January 24, 2020, Columbia OP issued 3,264,151 Preferred OP Units in
connection with the closing of the Transaction. These Preferred OP Units were
issued in a transaction not involving registration under the Securities Act of
1933, as amended (the "Securities Act"), in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder. Additional information regarding the
--------------------------------------------------------------------------------
terms of the Preferred OP Units is set forth in Item 1.01 of this Current Report
on Form 8-K and incorporated herein by reference.
In connection with the issuance of the Preferred OP Units in the Transaction,
the Company entered into a registration rights agreement with the holders of the
Preferred OP Units (the "Registration Rights Agreement") relating to the shares
of Columbia Common Stock underlying the Preferred OP Units (the "registrable
securities"). The Registration Rights Agreement provides that the Company will
file a registration statement registering the resale of all the registrable
securities and also provides for certain other registration rights to the
holders of the registrable securities. The description of the Registration
Rights Agreement above does not purport to be complete and is qualified in its
entirety by the Registration Rights Agreement filed herewith as Exhibit 4.1 to
this Current Report on Form 8-K.
Item 8.01 Other Events.
On January 27, 2020, the Company issued a press release announcing the
completion of the Transaction. 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.
Exhibit Description
4.1 Registration Rights Agreement, dated as of January 24, 2020, among
Columbia Property Trust, Inc. and the securityholders named therein
10.1 Amended and Restated Agreement of Limited Partnership of Columbia
Property Trust Operating Partnership, L.P.
99.1 Press release dated January 27, 2020
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
COLUMBIA PROPERTY TRUST, INC. 
