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 31, 2011
Piedmont Office Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34626
Maryland | 58-2328421 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) | |
11695 Johns Creek Parkway
Suite 350
Johns Creek, GA 30097-1523
(Address of principal executive offices, including zip code)
770-418-8800
(Registrant's telephone number, including area code)
(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:
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 8, 2011, the Compensation Committee of the Board of Directors of Piedmont Office Realty Trust, Inc. (the "Registrant") entered into Amendment Number One (the "Amendment") to the Registrant's Employment Agreement with Donald A. Miller, Chief Executive Officer, dated as of February 2, 2007. The purpose of the Amendment, attached hereto as Exhibit 10.1, is to modify Mr. Miller's maximum potential cash bonus amount to 200% of his base salary, effective for fiscal year 2012.
Item 8.01 Other Events
On August 31, 2011, the Registrant closed the sale of the 5000 Corporate Court Building, a 264,000 square foot office building in Holtsville, NY, for approximately $39.3 million, exclusive of closing costs. The Registrant issued a press release announcing the completion of the sale on September 7, 2011, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 13, 2011, the Registrant purchased 225 and 235 Presidential Way, a project consisting of two, five-story office buildings totaling approximately 440,000 square feet located in Woburn, MA, for approximately $85.3 million. The Registrant issued a press release announcing the completion of this acquisition on September 14, 2011, which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. | Description | |
10.1 | Amendment Number One to Employment Agreement dated as of February 2, 2007, by and between Piedmont Office Realty Trust, Inc. and Donald A. Miller, CFA | |
99.1 | Press release dated September 7, 2011 | |
99.2 | Press release dated September 14, 2011 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Piedmont Office Realty Trust, Inc. | ||||
Dated: September 14, 2011 | By: | /s/ Robert E. Bowers | ||
Robert E. Bowers | ||||
Chief Financial Officer and Executive Vice President | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Amendment Number One to Employment Agreement dated as of February 2, 2007, by and between Piedmont Office Realty Trust, Inc. and Donald A. Miller, CFA | |
99.1 | Press release dated September 7, 2011 | |
99.2 | Press release dated September 14, 2011 | |
Exhibit 10.1
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT
This Amendment Number One to Employment Agreement (the “Amendment”) is made and entered into as of September 8, 2011 by and between Piedmont Office Realty Trust, Inc. (“Piedmont”) and Donald A. Miller (“Executive”).
WHEREAS, Piedmont and Executive entered into an Employment Agreement dated as of February 2, 2007 (the “Employment Agreement”) pursuant to which Piedmont employs Executive;
WHEREAS, Piedmont and Executive desire to amend the Employment Agreement to modify Executive's maximum cash bonus percentage to 200%, beginning for fiscal year 2012;
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein, Piedmont and Executive hereby amend the Employment Agreement to read as follows, effective as of January 1, 2012:
§ 1
By amending the second sentence of § 3.2, Bonus, to read as follows:
“During the Term, in addition to the Base Salary, for each fiscal year (after fiscal year 2007) of the Company ending during the Term, the Executive shall be eligible to earn an annual target cash bonus of 50% (after meeting threshold performance criteria), 100% (after meeting target performance criteria) and up to 200% (after meeting maximum performance criteria) of the Executive's Base Salary (the “Target Bonus Amount”) payable during such fiscal year based upon criteria to be reasonably established not later than the first thirty (30) days of that fiscal year by the Compensation Committee in consultation with Executive (the “Annual Bonus”), which bonus shall be pursuant to the OIP.”
[Signatures Follow]
IN WITNESS WHEREOF, Piedmont and Executive have executed this Amendment Number One this 8th day of September, 2011.
PIEDMONT OFFICE REALTY TRUST, INC. | |
By: | /s/ Donald S. Moss |
Name: | Donald S. Moss |
Title: | Chairman, Compensation Committee |
EXECUTIVE | |
By: | /s/ Donald A. Miller, CFA |
Name: | Donald A. Miller, CFA |
Title: | President and Chief Executive Officer |
Exhibit 99.1
News Release
Piedmont Office Realty Trust Sells Long Island, NY Property
ATLANTA and NEW YORK - September 7, 2011 - Piedmont Office Realty Trust (NYSE: PDM) today announced that it has completed the sale of 5000 Corporate Court in Holtsville, New York for approximately $39.3 million. An institutional buyer purchased the 264,482 square foot Long Island property, which is predominantly leased to the U.S. General Service Administration (GSA).
The owner was represented by Joe Garibaldi, IV, of Jones Lang LaSalle, as well as Piedmont's Wil Stone, Senior Vice President, Capital Markets.
"We are pleased to announce the completion of the sale of 5000 Corporate Court, as it further demonstrates our focus on the recycling of non-strategic assets,” said Wil Stone, Senior Vice President, Capital Markets for Piedmont. "Moreover, this disposition aligns with our goals to opportunistically re-deploy capital into current and future core assets within our target markets," added Stone.
About Piedmont: Piedmont Office Realty Trust, Inc. (NYSE:PDM) is a fully-integrated and self-managed real estate investment trust (REIT) specializing in high-quality, Class A office properties located primarily in the ten largest U.S. office markets, including Chicago, Washington, D.C., New York, Dallas, Los Angeles and Boston. As of June 30, 2011, Piedmont's 79 wholly-owned office buildings were comprised of approximately 22 million rentable square feet. The Company is headquartered in Atlanta, GA with local management offices in each of its major markets. Investment-grade rated by Standard & Poor's and Moody's, Piedmont has maintained a low-leverage strategy while acquiring over $5.8 billion in properties since 1998. For more information, see www.piedmontreit.com.
Contact: Kerry Hughes
Company: Piedmont Office Realty Trust
Phone: + 1 770 418 8678
Email: Kerry.Hughes@Piedmontreit.com
Exhibit 99.2
News Release
Piedmont Office Realty Trust Acquires Class-A Office Project
in Boston Market
ATLANTA - September 14, 2011 - Piedmont Office Realty Trust (NYSE: PDM) announced today that it has acquired a Class-A office complex, located at 225 and 235 Presidential Way in the Boston submarket of Woburn, MA.
Piedmont purchased the 440,130 square foot office complex for $85.3 million. It is comprised of two, five-story buildings and two, three-story parking structures, constructed in 2000 and 2001. Together, the buildings are 100% leased to Boston-based and investment-grade rated Raytheon Company (NYSE:RTN) through 2019.
The seller was represented by the Cushman & Wakefield team of Robert E. Griffin, Jr., Edward C. Maher, Jr., and Luis A. Alvarado. Wil Stone, Senior Vice-President-Capital Markets for Piedmont, represented the company in the purchase. “We are pleased to add these quality office properties with such a notable tenant as Raytheon to our portfolio,” said Stone. “Boston is a concentration market for Piedmont, and this transaction provides us optimism that additional accretive investments may be available in quality locations,” he added.
“This acquisition demonstrates Piedmont's strategic deployment of capital into one of our top ten office markets nationally,” added Raymond L. Owens, Executive Vice-President, Capital Markets for Piedmont. “This transaction will provide us with stable income from a high quality property leased to a high investment-grade tenant,” Owens continued.
About Piedmont: Piedmont Office Realty Trust, Inc. (NYSE:PDM) is a fully-integrated and self-managed real estate investment trust (REIT) specializing in high-quality, Class A office properties located primarily in the ten largest U.S. office markets, including Chicago, Washington, D.C., New York, Dallas, Los Angeles and Boston. As of June 30, 2011, Piedmont's 79 wholly-owned office buildings were comprised of approximately 22 million rentable square feet. The Company is headquartered in Atlanta, GA with local management offices in each of its major markets. Investment-grade rated by Standard & Poor's and Moody's, Piedmont has maintained a low-leverage strategy while acquiring over $5.8 billion in properties since 1998. For more information, see www.piedmontreit.com.
Contact: Kerry Hughes
Company: Piedmont Office Realty Trust
Phone: + 1 770 418 8678
Email: Kerry.Hughes@Piedmontreit.com