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Piedmont Operating Partnership, LP
The Tender Offer (as defined below) to purchase the Notes, on the terms and subject to the conditions set forth in this Offer to Purchase (as defined below), will expire at 5:00 p.m., New York City time, on November 19, 2025, unless extended (such time and date, as the same may be extended, the Expiration Time) or otherwise terminated as described herein. You must validly tender your Notes, or deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined below) pursuant to the Tender Offer, at or prior to the Expiration Time to be eligible to receive the Consideration (as defined below). Validly tendered Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline (as defined below). The Tender Offer is subject to the satisfaction of certain conditions, including the Financing Condition (as defined below), as set forth under the heading The Terms of the Tender OfferConditions to the Tender Offer.
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(*) Per $1,000 principal amount of Notes. (1) Neither the Issuer, the REIT, the Dealer Manager, the Tender and Information Agent, nor the Trustee shall be held responsible for the selection or use of the CUSIP numbers, and no representation is made as to the correctness or accuracy of the CUSIP numbers listed in this Offer to Purchase or printed on the Notes. They are provided solely for the convenience of Holders of the Notes. (2) The consideration (the Consideration) payable per $1,000 principal amount of Notes validly tendered and accepted for purchase will be based on the fixed spread specified in the table above (the Fixed Spread), plus the yield to maturity of the U.S. Treasury Reference Security (the Reference Yield) based on the bid-side price of the U.S. Treasury Reference Security specified above (the Reference Page) at 2:00 p.m., New York City time, on November 19, 2025 (such date as it may be extended, the Price Determination Date). The sum of the Fixed Spread and the Reference Yield is referred to as the Repurchase Yield. The Consideration does not include Accrued Interest (as defined herein), which will be paid on Notes accepted for purchase by us as described herein. The formula for determining the Consideration and Accrued Interest is set forth on Annex A. To view copies of the Tender Offer documents please click on the links below The Tender and Information Agent for the Offer is:
Any questions or requests for assistance or for additional copies of this Offer to Purchase or the Notice of Guaranteed Delivery may be directed to D.F. King & Co., Inc. in its role as the information agent at its address, email address and telephone numbers set forth above. You may also contact the Dealer Managers at their respective addresses, email addresses and telephone numbers set forth below or your broker, dealer, commercial bank, trust company, custodian or other nominee or other intermediary, if applicable, for assistance concerning the terms of the Tender Offer. The Dealer Managers for the Offer are:
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