Piedmont Operating Partnership, LP

Offer to Purchase for Cash
Any and All Outstanding
4.450% Senior Notes due 2024 (the “Notes”)
guaranteed by Piedmont Office Realty Trust, Inc.
CUSIP Number / ISIN: 720198AD2 / US720198AD26



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 July 24, 2023, 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 Purchase Price (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 Validly tendered Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline (as defined below).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 “Terms of the Offer—Conditions to the Offer.”

Title of Security

CUSIP Number / ISIN

Principal Amount Outstanding

Purchase Price(*)

4.450% Senior Notes due 2024

720198AD2 / US720198AD26


$400,000,000


$1,000

______________________________________________________________________________________________________
(*) Per $1,000 principal amount of Notes.

To view copies of the Tender Offer documents please click on the links below

Offer to Purchase

Notice of Guaranteed Delivery

Press Release


The Tender and Information Agent for the Offer is:

D.F. KING & CO., INC.

48 Wall Street, 22nd Floor
New York, NY 10005

Banks and Brokers call: (212) 269-5550
All others call toll free: (800) 848-3410

Email: piedmont@dfking.com
By Facsimile Transmission: (212) 709-3328,
Attn: Michael Horthman
Confirm Facsimile Transmission by Telephone: (212) 232-3233

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 and telephone numbers set forth above. You may also contact the Lead Dealer Managers at their respective address and telephone number 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 Lead Dealer Managers for the Offer are:

BofA Securities

BofA Securities, Inc.
620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255
Attn: Liability Management
Toll-Free: +1 (888) 292-0070
Collect: +1 (980) 387-3907
Email: debt_advisory@bofacom
J.P. Morgan

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Liability Management Group
Toll-Free: (866) 834-4666
Call Collect: (212) 834-4087