8-K

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): October 16, 2019

Columbia Property Trust, Inc.

(Exact name of registrant as specified in its charter)

MD	001-36113	20-0068852
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

315 Park Avenue South, New York, New York 10010

(Address of principal executive offices, including zip code)

(212) 687-0800

(Registrant's telephone number, including area code)

1170 Peachtree Street, Suite 600, Atlanta, Georgia 30309

(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock	CXP	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On October 16, 2019, Columbia Property Trust, Inc. (the “Company”) and Columbia Property Trust Operating Partnership, L.P. (“Columbia OP”), its wholly-owned subsidiary, announced that they entered into a contribution agreement, dated October 16, 2019 (the “Contribution Agreement”), to acquire Normandy Real Estate Management, LLC, a developer, operator and investment manager of office and mixed-use assets in New York; Boston; and Washington, D.C., for approximately $100 million, exclusive of transaction and closing costs (the “Purchase Price”). The Contribution Agreement contains certain customary representations, warranties, covenants, indemnities and termination rights for a transaction of this nature. This transaction is subject to customary closing conditions, and is expected to be completed by December 31, 2019 (the “Closing”).

The Purchase Price will be comprised of two components: an approximately $13.5 million cash payment, and the issuance of 3,264,151 Series A Convertible, Perpetual Preferred Units at a strike price of $26.50 per share (the “Preferred OP Units”) of Columbia OP at the Closing. The Preferred OP Units will be convertible into newly issued common units of Columbia OP, which are convertible into shares of the Company’s common stock, subject to certain terms and conditions.

The Preferred OP Units to be issued will not be registered 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.

Item 7.01 Regulation FD.

The Company issued a press release on October 16, 2019 announcing the acquisition described in Item 3.02 of this Current Report on Form 8-K. A copy of this press release as well as a copy of the Company’s presentation regarding the acquisition described above are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit	Description
99.1	Press release dated October 16, 2019
99.2	October 2019 Presentation

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.

	Columbia Property Trust, Inc.
Dated: October 16, 2019	By:	/s/ James A. Fleming
		James A. Fleming
		Executive Vice President and Chief Financial Officer

EX-99.1

Columbia Property Trust Complements Growth Strategy with Acquisition of Normandy Real Estate Management

Integration of leading real estate operator with established development and management platform strengthens ability to create incremental value

• Further enhances Columbia’s proven platform with Normandy’s team and relationships, including the addition of a development arm

• Provides accretive revenues from management businesses

• Expands presence in New York, Washington, D.C., and Boston with minimal capital commitment

NEW YORK (October 16, 2019) - Columbia Property Trust, Inc. (NYSE: CXP) today announced that it has signed a definitive agreement to acquire Normandy Real Estate Management, LLC, a leading developer, operator and investment manager of office and mixed-use assets in New York, Boston, and Washington, D.C. Columbia will acquire Normandy’s operating platform and its general partner interests in three active management funds in a cash and stock transaction with a total value of approximately $100 million, exclusive of transaction and closing costs. The transaction is expected to close by year-end 2019 pending the completion of customary closing conditions.

“Expanding our platform - both our capabilities and presence in our key markets - is highly supportive of Columbia’s long-term growth objectives. Combining the Columbia and Normandy teams enhances our mutual talent, resources and relationships, and strengthens our position as a leader in our target markets,” said Nelson Mills, President and Chief Executive Officer of Columbia.

“Beyond Normandy’s proven sourcing, development and management capabilities, we’ve had the opportunity to experience their positive culture first hand through our joint projects in Manhattan,” continued Mills. “By joining forces, we will be able to provide fully integrated construction, development, leasing and property management services, as well as a complementary fund management platform to augment our core portfolio operations. All of this should greatly benefit our shareholders and our respective tenants, employees, and partners.”

Over the past two decades, Normandy has built a highly respected record of acquiring, developing, redeveloping, repositioning, and managing real estate assets as exceptional investments with attractive yields. Normandy has acquired or developed over 30 million square feet of office space across New York, New Jersey, Boston, and Washington, D.C., including dozens of major headquarters facilities for leading companies. The firm has also completed many value-adding repositioning projects, and current projects in Manhattan include the Terminal Warehouse, an iconic 1.2-million‑square‑foot, brick-and-beam property in the West Chelsea Historic District, and 888 Broadway, a 237,000-square-foot, architecturally significant redevelopment in the Flatiron District. In addition, Columbia and Normandy have previously announced joint venture partnerships on 799 Broadway, a 182,000-square-foot, ground-up development project near Union Square Park, and the redevelopment of 250 Church Street in TriBeCa.

These development and repositioning projects have been funded by a series of discretionary real estate funds and joint ventures managed by Normandy and backed by a number of respected institutional investors.

Normandy currently manages approximately 14 million square feet of assets across the Northeastern U.S. on behalf of its various fund investors and joint venture partners.

Founded in 2002, Normandy is led by partners Finn Wentworth, David Welsh, and Jeff Gronning. Wentworth is expected to join Columbia’s Board of Directors. Welsh will serve as Chairman of the Investment Committee for Normandy’s Funds III and IV, in which Columbia will acquire general partner interests. Gronning is slated to become Chief Investment Officer for Columbia, while fellow Normandy partners Gavin Evans and Paul Teti will also join Columbia’s senior leadership team.

Wentworth commented, on behalf of the Normandy founders, “The strategic combination of Columbia and Normandy will form a stronger company with an exceptional gateway market portfolio, a world-class team and a robust pipeline. We have tremendous respect for Columbia’s strategy and leadership team, and, after launching two projects with them this past year, we’ve seen how well their culture and business model align with ours. We believe that combining our development expertise and deep relationships in New York, Boston and D.C. with Columbia’s platform will create a formidable force in these markets. The combined Company will be positioned to expand on our extensive records of success and deliver superior results for all stakeholders.”

Key Strategic Benefits of the Transaction

• Expanded Platform: The acquisition further strengthens Columbia’s sourcing, construction, and other key capabilities and adds a full development arm, while also creating a complementary fund management program to drive additional revenues.

• Enhanced Execution: By expanding Columbia’s talent base, skill sets, relationships, resources, and key market presence, the acquisition of Normandy strengthens Columbia as a vertically integrated company with greater capacity to drive cash flow growth in its ongoing efforts to deliver sector-leading returns.

• Greater Capital Access: Normandy’s deep bench of fund and joint venture relationships will enhance Columbia’s existing access to capital sources. In turn, Normandy’s existing partners and investors will benefit from Columbia’s high-quality balance sheet that has the capacity to support additional growth.

• Augmented Growth Strategy: By acquiring a proven development platform and an expanded investment pipeline of value-add projects, Columbia will have incremental opportunities to build upon its long-term track record while enhancing the growth profile of its core portfolio.

• Accretive Transaction: Columbia expects the fee streams from Normandy’s management businesses to be accretive to 2020 Normalized Funds from Operations and expects to realize longer-term benefits through operational synergies and greater scale.

Transaction Details

Columbia will acquire the Normandy operating platform and real property interests for aggregate consideration of approximately $100 million, exclusive of transaction and closing costs. This consideration will consist of $13.5 million in cash and approximately $86.5 million in convertible preferred units, issued at a strike price of $26.50 per share.

In addition to Normandy’s property and investment management businesses and their related fee streams, Columbia will acquire the general partnership interests and certain limited partnership interests totaling approximately 2 percent in each of Normandy Real Estate Fund III, LP; Normandy Real Estate Fund IV, LP; and Normandy Opportunity Zone Fund, LP. Not included in the transaction are Normandy Real Estate Fund, LP and Normandy Real Estate Fund II, LP, as well as several mixed-use suburban development projects.

The transaction, which has been approved by Columbia’s Board of Directors and Normandy’s ownership partners, is expected to close before the end of the year, subject to various partner and lender consents, and other customary closing conditions.The transaction is not contingent upon receipt of financing.

Advisors

Morgan Stanley is acting as exclusive financial advisor for Columbia; Kelley Drye & Warren and King & Spalding are acting as legal advisors to Columbia. Moelis & Company is acting as exclusive financial advisor and Goodwin Procter as legal advisor to Normandy.

Presentation

Associated presentation materials regarding the transaction will be available on the investor relations section of Columbia’s website at https://ir.columbia.reit.

About Columbia Property Trust

Columbia Property Trust (NYSE: CXP) creates value through owning, operating and developing Class-A office buildings in high-barrier U.S. office markets, primarily New York, San Francisco, and Washington D.C. Columbia is deeply experienced in transactions, asset management and repositioning, leasing, and property management. It employs these competencies to grow value across its high-quality, well-leased portfolio of 17 properties that contain over seven million rentable square feet, as well as one property under development. Columbia has investment-grade ratings from both Moody’s and Standard & Poor’s. For more information, please visit www.columbia.reit.

About Normandy Real Estate Management

Normandy Real Estate Management is a privately owned real estate investment manager, developer and operator that targets equity and debt strategies focused on office and mixed-use assets in urban and transit-oriented markets in the Northeast and Mid-Atlantic region. Normandy utilizes its vertically integrated operating platform to enhance value through creative repositioning, financial structuring, intensive management, and capital investment. Since its founding in 2002, the firm has managed a series of discretionary real estate funds and joint ventures backed by some of the most prestigious institutional investors in the world. For more information visit www.normandyrealty.com.

Forward-Looking Statements:

Certain statements contained in this press release other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such statements include, in particular, statements with respect to the anticipated effects of the proposed transaction, expectations with respect to synergies, the proposed transaction’s anticipated benefits to stockholders, the anticipated timing of the closing of the proposed transaction and plans with respect to the leadership of the combined company following the closing of the proposed transaction. These statements are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this press release, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual conditions, our ability to accurately anticipate results expressed in such forward-looking statements, including our ability to generate positive cash flow from operations, make distributions to stockholders, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A in Columbia Property Trust’s most recently filed Annual Report on Form 10-K for the year ended

December 31, 2018, for a discussion of some of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. The risk factors described in our Annual Report are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also harm our business.

Contacts
For Columbia:
Media Inquiries		Investor Relations
Bud Perrone		Matt Stover
T	212 843 8068	T	404 465 2227
E	bperrone@rubenstein.com	E	ir@columbia.reit
For Normandy:
Media Inquiries		Investor Relations
Scott Cianciulli		Melissa Donohoe
T	212 739 6753	T	973 898 1160
E	scott@theplunkettgroup.com	E	mdonohoe@normandyrealty.com

EX-99.2

COLUMBIA PROPERTY TRUST 10.15.2019 Enhancing our Platform through the Acquisition of Normandy Real Estate Partners 1

FORWARD-LOOKING STATEMENTS Certain statements contained in this communication other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such statements include, in particular, statements with respect to the anticipated effects of the proposed transaction, expectations with respect to synergies, the proposed transaction’s anticipated benefits to stockholders, the anticipated timing of the closing of the proposed transaction and plans with respect to the leadership of the combined company following the closing of the proposed transaction. These statements are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this communication, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Any such forward-looking statements are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual conditions, our ability to accurately anticipate results expressed in such forward-looking statements, including our ability to generate positive cash flow from operations, make distributions to stockholders, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A in Columbia Property Trust’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2018, for a discussion of some of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. The risk factors described in our Annual Report are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also harm our business. 2

ENHANCING OUR PLATFORM In a modestly accretive deal, Columbia Property Trust has reached an agreement to acquire Normandy Real Estate Partners an established, private Northeast-based commercial real estate operator and fund sponsor Columbia and Normandy are currently 799 BROADWAY 250 CHURCH STREET partnering on two exciting Manhattan 182,000 SF 235,000 SF development projects Ground-up development near Complete transformation of Union Square Park 16-story TriBeCa office building (under contract) 3

ABOUT NORMANDY REAL ESTATE PARTNERS Select Notable Projects . A leading privately-owned real estate investment manager, developer, and NEW YORK NEW YORK operator . 20-year track record of successfully re-/developing and repositioning assets . Office and mixed-use portfolio focused in Northeast U.S. and Washington, D.C. TERMINAL WAREHOUSE 888 BROADWAY 1.2 million SF 237,000 SF . Platform includes: Iconic brick-&-beam in West Chelsea Architecturally significant project in Flatiron District • investment management NEW YORK WASHINGTON, D.C. • leasing / asset management • construction and development • property management . Exceptional team and platform, with deep local knowledge and extensive relationships 575 LEXINGTON AVENUE 1015 18TH STREET NW . 14 MM total SF under management* 745,000 SF 111,000 SF Repositioned 35-story office tower in Plaza District Fully renovated building in D.C.’s Golden Triangle 4 *Includes properties owned by funds that are managed by Normandy Real Estate Management, and in which Normandy owns a minimal General Partner interest, as well as properties owned by third parties for which Normandy provides various management services.

TRANSACTION OVERVIEW All items subject to closing and adjustment • Normandy’s operating platform • Normandy’s management businesses, including Investment Mangement, Asset Management, Property Acquisition Management, Leasing, Development, and Construction Management, including fee streams • Modest real property interests in Normandy’s recent funds (~$3.5 MM equity, including full GP position) • Approximate nominal value of $100MM (exclusive of transaction and closing costs) Consideration • Includes: and Structure ₋ $86.5 MM convertible preferred OP units at $26.50 strike price / same dividend as common stock ₋ $13.5 MM cash • Finn Wentworth, a Founding Partner of Normandy, anticipated to join Columbia’s Board of Directors Management • Jeff Gronning, a Founding Partner of Normandy, and Gavin Evans and Paul Teti, both Partners at Normandy, and Board and other Normandy senior leaders to join Columbia’s senior management team Expected • Anticipated by YE 2019 Closing • Subject to customary closing conditions, regulatory approvals, and various partner and lender consents 5

STRATEGIC RATIONALE AND EXPECTED BENEFITS SYNERGISTIC AND ACCRETIVE ENHANCEMENT TO PLATFORM . Expanded Platform Strengthens sourcing, construction, and other key CONSTRUCTION capabilities, and adds a full development arm LEASING & + ASSET + MANAGEMENT DEVELOPMENT . Enhanced Execution: Enhanced talent base, skill sets, relationships, + presence, and resources in key CXP markets PROPERTY + MANAGEMENT FUND . Greater Capital Access: MANAGEMENT Multiple fund and joint venture partner relationships ACQUISITIONS & DISPOSITIONS FINANCE & . Augmented Growth Strategy: ACCOUNTING Adds full development platform and expanded pipeline JOINT of value-add opportunities VENTURE MANAGEMENT . Accretive Transaction: Expect fee streams to be immediately additive, and synergies to provide longer-term benefits 6

ANTICIPATED FINANCIAL IMPACTS . Transaction expected to be accretive to 2020 NFFO . Anticipated operational, construction and leasing benefits from expanded capabilities and increased scale in key markets . Near-term consolidation of operations and locations should result in synergies, with minimal impact to corporate G&A . Enhanced pipeline of profitable value-add and development opportunities should support long-term growth in NOI . Additional details to be provided at transaction close 7

EXECUTION ALIGNED WITH ONGOING STRATEGY Following the acquisition of Normandy, Columbia will maintain: Our Strategy Deliver sector-leading returns through the acquisition, operation, development and re-development of high-quality real estate Our Market Focus Class-A, boutique office properties in select submarkets in New York, San Francisco, Washington D.C., and Boston Our Risk Profile Leasing exposure due to development, value-add investments, vacancy and near-term roll expected to remain within range of 10% to 20% 8

INTRODUCTIONS FINN WENTWORTH JEFF GRONNING Expected to join CXP board Slated to become Chief Investment Officer Mr. Wentworth is a Founder and Partner of Normandy. Mr. Gronning is a Founder and Partner of Normandy. He co- Prior to forming Normandy, Wentworth was president, chief leads Normandy’s operations, investing, capital formation, operating officer, and a board member of YankeeNets LLC, and financial management activities and serves as the holding company of the New York Yankees, New Normandy’s Chief Compliance Officer. Jersey Nets, and New Jersey Devils. Earlier, Gronning was Executive Director and CFO of Wentworth’s more than 35 years of commercial real estate Morgan Stanley’s real estate investing division, responsible experience also includes co-founding Gale & Wentworth, a for a $13 billion asset portfolio. He was a member of the nationally recognized investment and development firm that Investment Committee and also served as the real estate assembled a multi-billion dollar property portfolio. Operations Officer. GAVIN EVANS PAUL TETI Acquisitions Leasing & Asset Management Mr. Teti is a Partner of Normandy and head of its leasing group, Mr. Evans is a Partner of Normandy and co-heads its responsible for managing the leasing and marketing activities for Investments team, where he is responsible for directing all Normandy’s portfolio. Mr. Teti also spends time on business aspects of the firm’s real estate activities. development and capital raising activities for Normandy. Previously, Evans served as a Director for Westbrook Teti has been with Normandy since 2004 and was previously part Partners in New York City, where he was a member of the of Normandy’s acquisitions team, where he assisted in Acquisitions team that completed numerous transactions in underwriting and closing acquisitions and financings. Teti is a the United States and Europe. three-time member of the U.S. Olympic Rowing Team, competing in the Sydney, Athens, and Beijing Games. 9

FOR MORE INFORMATION INVESTOR RELATIONS 404.465.2227 ir@columbia.reit www.columbia.reit 10 094-CORPPRES1909

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Cover Page	Oct. 16, 2019
Entity Addresses [Line Items]
Document Type	8-K
Document Period End Date	Oct. 16, 2019
Entity Registrant Name	Columbia Property Trust, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36113
Entity Tax Identification Number	20-0068852
Entity Address, Address Line One	315 Park Avenue South
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	687-0800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CXP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001252849
Amendment Flag	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	1170 Peachtree Street
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309