CDP美股招股说明书(2025-09-25版)

COPT Defense Properties, L.P. 4.500% Senior Notes due 2030fully and unconditionally guaranteed by COPT Defense Properties COPT Defense Properties, L.P. (formerly known as Corporate Office Properties, L.P.) (“CDPLP”) is offering $400,000,000aggregate principal amount of 4.500% Senior Notes due 2030 (the “notes”). Interest on the notes will be paid semi-annually inarrears on April 15 and October15 of each year, beginning on April15, 2026. The notes will mature onOctober15, 2030.CDPLP may redeem the notes at its option and sole discretion, at any time in whole or from time to time in part, for cash at theapplicable redemption price described in this prospectus supplement in the section entitled “Description of Notes — CDPLP’sRedemption Rights.” The notes will be our direct, senior unsecured and unsubordinated obligations and will rank equally in right of paymentwith all of our other senior unsecured and unsubordinated indebtedness from time to time outstanding. The notes will beeffectively subordinated in right of payment to our existing and future secured indebtedness (as to which the repaymentobligation may be limited to the value of the collateral securing such indebtedness). In addition, the notes will be effectivelysubordinated in right of payment to all existing and future liabilities and other indebtedness, whether secured or unsecured, ofCDPLP’s subsidiaries. The notes will be fully and unconditionally guaranteed by COPT Defense Properties (formerly known as Corporate OfficeProperties Trust) (“COPT Defense”), the sole general partner of CDPLP. COPT Defense does not have any material assets otherthan its investment in CDPLP. The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the noteson any securities exchange or for quotation of the notes on any automated dealer quotation system. Investing in the notes involves risks. Before buying the notes, see “Risk Factors” beginning on pageS-7of this prospectussupplement and page 4 of the accompanying prospectus, as well as the risks identified in ourAnnual Report on Form 10-K for theyear ended December31, 2024and other filings we make with the Securities and Exchange Commission (the “SEC”), from time totime, which are incorporated herein by reference. (1)Plus accrued interest from October2, 2025, if settlement occurs after that date. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. We expect delivery of the notes will be made to investors in book-entry form through the facilities of The Depository TrustCompany for the accounts of its participants, including Clearstream Banking,société anonyme, and Euroclear Bank SA/NV, asoperator of the Euroclear system, on or about October2, 2025. Wells Fargo Securities TD Securities Co-Manager M&T Securities You should rely only on the information contained in, or incorporated by reference in, this prospectussupplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us. Wehave not, and the underwriters have not, authorized anyone to provide you with different information.Ifanyone provides you with different or inconsistent information you should not rely on it. We are not, and theunderwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted. You should not assume that the information contained in this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference is accurate as of any date other thanthe dates of the specific information. Our business, financial condition, results of operations and prospects mayhave changed since those respective dates. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-1Forward-Looking StatementsS-1Prospectus Supplement SummaryS-3Risk FactorsS-7Use of ProceedsS-8Description of NotesS-9Additional Material Federal Income Tax MattersS-27Underwriting (Conflicts of Interest)S-32Legal MattersS-37ExpertsS-37Where You Can Find More InformationS-37 Prospectus About This Prospectus1Forward-Looking Statements1Summary3Our Company3Risk Factors4Use of Proceeds7Description of Shares7Description of Warrants11Description of Debt Securities and Related Guarantees12Description of the Partnership Agreement of COPT Defense Properties, L.P.21Certain Provisions of Maryland Law and COPT Defense’s Charter and Bylaws24Federal Income Tax Matters27Plan of Distribution42Experts43Selling Securityholders43Legal Matters43Where You Can Find More Information44 ABOUT THIS PROSPECTUS SUPPLEMENT We are providing information to you about this offering in two parts. The first part is this prospectussupplement, which describes the terms of the notes and the offer and sale of the notes