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): ~~September~~October 527, 2019

LIBERTY PROPERTY TRUST

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Maryland

Pennsylvania

1-13130

1-13132

23-7768996

23-2766549

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer Identification
No.)

650 E. Swedesford Road

Wayne, PA

19087

(Address of principal executive offices)

(Zip Code)

Registrants’ telephone, including area code:

(610) 648-1700

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each

exchange on which registered

Common Shares of Beneficial Interest, $0.001 par value

LPT

New York Stock Exchange

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Section 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)).

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

Co-Registrant CIK	0000921113
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Entity Emerging Growth Company	false
Co-Registrant AddressLine1	650 E. Swedesford Road
Co-Registrant City	Wayne
Co-Registrant State	PA
Co-Registrant ZipCode	19087
Co-Registrant CityAreaCode	610
Co-Registrant LocalPhoneNumber	648-1700

Item 82.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~September~~October 527, 2019, ~~Liberty Property Trust (~~the ~~“Company”)~~Registrants ~~and Liberty Property Limited Partnership (the “Operating Partnership” and, together with~~issued ~~the Company, the “Transaction Entities”) priced~~ a ~~public~~press ~~offering~~release ofannouncing ~~8,000,000 newly issued common shares of beneficial interest of~~ the ~~Company,~~Registrants’ ~~par~~financial ~~value~~results ~~$0.001 per share (“Common Shares”), at a public offering price of $50.50 per share. Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. acted as joint book-running managers and underwriters~~ for the ~~offering. The~~quarter ~~Company~~ended ~~also granted the underwriters an option to purchase up to an additional 1,200,000 Common Shares during the next 30 days. The underwriters exercised the option in full on~~ September 930, 2019. ~~The~~As ~~Transaction~~set ~~Entities~~forth ~~estimate that the net proceeds from this offering~~below, ~~after expenses, will be approximately $447,939,000, including the proceeds from the sale of Common~~ ~~Shares pursuant to~~ the ~~option~~Registrants ~~that~~are ~~the~~furnishing ~~underwriters have exercised in full. This offering is expected to close on September 10, 2019. The underwriting agreement relating to~~ the ~~offering~~press isrelease ~~filed~~ as Exhibit 199.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Shell Company Transactions. None. (d) Exhibits.

Exhibit Number	Exhibit Title	~~Exhibit Title~~
1.1		Underwriting Agreement, dated September 5, 2019, by and among the Company, the Operating Partnership, and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives to the several underwriters named in Schedule I thereto.
99.1	Press Release by the Registrants, dated October 27, 2019, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.
5.1		Opinion of Saul Ewing Arnstein & Lehr LLP, dated September 9, 2019.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
8.1		Opinion of Cozen O’Connor P.C., dated September 9, 2019.
99.1		Press Release dated September 5, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIBERTY PROPERTY TRUST By: /s/ Christopher J. Papa Christopher J. Papa Executive Vice President and Chief Financial Officer LIBERTY PROPERTY LIMITED PARTNERSHIP By: Liberty Property Trust, its sole General Partner By: /s/ Christopher J. Papa Christopher J. Papa Executive Vice President and Chief Financial Officer

	LIBERTY PROPERTY TRUST


	By:	/s/ Christopher J. Papa
		Name:	Christopher J. Papa
		Title:	Executive Vice President
			and Chief Financial Officer


	LIBERTY PROPERTY LIMITED PARTNERSHIP


	By:	Liberty Property Trust, its sole
		General Partner


	By:	/s/ Christopher J. Papa
		Name:	Christopher J. Papa
		Title:	Executive Vice President
			and Chief Financial Officer


Dated: October 28, 2019

Dated: September 9, 2019

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