Document
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 13, 2017
HIGHWOODS PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | 001-13100 | 56-1871668 | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | |
HIGHWOODS REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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| North Carolina | 000-21731 | 56-1869557 | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | |
3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
(Address of principal executive offices, zip code)
Registrants' telephone number, including area code: (919) 872-4924
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On February 13, 2017, Highwoods Realty Limited Partnership (the “Operating Partnership”) and Highwoods Properties, Inc. (the “Company”) entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to a public offering of $300,000,000 aggregate principal amount of the Operating Partnership's 3.875% Notes due March 1, 2027. The terms of the notes are governed by an indenture, dated as of December 1, 1996, among the Operating Partnership, the Company, and U.S. Bank National Association (as successor in interest to Wachovia Bank, N.A. as merged with and into First Union National Bank of North Carolina), as trustee, and an officers' certificate to be dated as of February 23, 2017 establishing the terms of the notes.
The notes are being issued pursuant to the Operating Partnership's automatic shelf registration statement on Form S-3 (Registration No. 333-215936-01), including the related prospectus dated February 7, 2017, and a prospectus supplement dated February 13, 2017, as the same may be amended or supplemented.
The closing of the offering is expected to occur on February 23, 2017.
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
No. Description
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1 | Underwriting Agreement, dated February 13, 2017, by and among Highwoods Properties, Inc., Highwoods Realty Limited Partnership, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | HIGHWOODS PROPERTIES, INC. |
| | By: | /s/ Jeffrey D. Miller |
| | | Jeffrey D. Miller |
| | | Executive Vice President, General Counsel and Secretary |
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| | HIGHWOODS REALTY LIMITED PARTNERSHIP |
| | By: Highwoods Properties, Inc., its general partner |
| | By: | /s/ Jeffrey D. Miller |
| | | Jeffrey D. Miller |
| | | Executive Vice President, General Counsel and Secretary |
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Dated: February 14, 2017