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):  November 7, 2013

LIBERTY PROPERTY TRUST

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)

Maryland	1-13130	23-7768996
Pennsylvania	1-13132	23-2766549
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Chesterfield Parkway
Malvern, PA	19355
(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)

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):

oWritten communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Item 1.01Entry into a Material Definitive Agreement.

On November 7, 2013, Liberty Property Limited Partnership (the “Operating Partnership”), of which Liberty Property Trust (the “Company”) is the sole general partner, as well as certain of the Operating Partnership’s subsidiaries and affiliates (collectively,  the “Seller”), and Greenfield Real Estate, LLC (the “Buyer”) entered into an Agreement of Sale and Purchase (the “Purchase Agreement”) pursuant to which the Buyer agreed to purchase all of Seller’s right, title and interest in a real estate portfolio which includes Seller’s Jacksonville, Florida portfolio in its entirety, all of the office properties in Maryland, Southern New Jersey and the Fort Washington suburb of Philadelphia and flex properties in Minnesota.  The properties consist of 97 buildings containing an aggregate of 6.6 million square feet.  The purchase price is $705 million, to be paid at closing in cash subject to adjustment for closing pro-rations, allocations and adjustments.

The closing of the transaction contemplated by the Purchase Agreement is subject to the satisfaction of certain customary closing conditions.  There are no assurances that the conditions will be met or that the transaction will be consummated.  The parties to the Purchase Agreement anticipate that the closing will occur in two settlements on or about December 19, 2013 and January 14, 2014.  There are no material relationships between the Seller and the Buyer.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ending December 31, 2013 or a Current Report on Form 8-K filed prior to the filing of such Form 10-K.

Item 7.01Regulation FD Disclosure.

On November 7, 2013 the Company issued a press release announcing the execution of the Purchase Agreement.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this item 7.01 by this reference.

The information contained in this Item 7.01, including the information set forth in the Press Release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise.  The information in the Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit
Number	Exhibit Title
*99.1	Liberty Property Trust press release, dated November 7, 2013

*  The Press Release attached hereto as Exhibit 99.1 is “furnished” and not “filed” as described in Item 7.01 of the Current Report on Form 8-K.

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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 thereunto duly authorized.

	LIBERTY PROPERTY TRUST
	By:	/s/ George J. Alburger, Jr.
		George J. Alburger, Jr.
		Executive Vice President and Chief Financial Officer
	LIBERTY PROPERTY
	LIMITED PARTNERSHIP
	By: Liberty Property Trust, its sole
	General Partner
	By:	/s/ George J. Alburger, Jr.
		George J. Alburger, Jr.
		Executive Vice President and Chief Financial Officer
Dated: November 13, 2013

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EXHIBIT INDEX

Exhibit
Number	Exhibit Title
*99.1	Liberty Property Trust press release, dated November 7, 2013

*  The Press Release attached hereto as Exhibit 99.1 is “furnished” and not “filed” as described in Item 7.01 of the Current Report on Form 8-K.

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Inquiries: Jeanne Leonard, Liberty Property Trust, 610-648-1704

Media Contact: Robbie Raffish, a.s.a.p.r., 443-944-9301

LIBERTY PROPERTY TRUST TO SELL 97 PROPERTIES IN FIVE STATES

Malvern, PA — November 7, 2013 — Liberty Property Trust (NYSE: LRY) today announced it has entered into an agreement to sell 97 properties totaling 6.6 million square feet of space and 159 acres of land for approximately $705 million. The sale consists of 4.0 million square feet of office properties, 2.3 million square feet of flex properties and 274,000 square feet of industrial properties and includes Liberty’s Jacksonville, Florida portfolio in its entirety, all of the office properties in Maryland, Southern New Jersey and the Fort Washington submarket of Philadelphia and flex properties in Minnesota. The transaction is expected to close in stages with a first closing in late 2013 and a second closing in early 2014 and is subject to the satisfaction of customary closing conditions.

“This transaction furthers our strategy to increase our portfolio allocation to industrial real estate and to concentrate our office portfolio in fewer focused markets,” said William P. Hankowsky, chairman and chief executive officer of Liberty. “We expect these steps to enhance our ability to exploit our expertise in creating and managing high-quality office environments in which we can create significant future value.”

The assets to be sold are in the following markets:

State	Properties	SF
Florida (Jacksonville)	32	2,110,212
Maryland	23	1,367,569
Minnesota	12	915,693
New Jersey	24	1,188,285
Pennsylvania (Fort Washington)	6	1,033,592
TOTAL	97	6,615,351

A list of assets to be sold is available at www.libertyproperty.com under News Releases.

About Liberty Property Trust

Liberty is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior office and industrial properties.  Liberty’s 106 million square foot portfolio consists of 843 properties providing office, distribution and light manufacturing facilities to 2,100 tenants.

Forward Looking Statement

The statements in this release, as well as information included in oral statements, contain statements that are or will be forward-looking, such as statements relating to, among others, the consummation of the sales described herein, , the impact of the sales on our portfolio and business and ability to create

future value in our portfolio. These forward-looking statements generally are accompanied by words such as “believes,” “anticipates,” “expects,” “estimates,” “should,” “seeks,” “intends,” “proposed,” “planned,” “outlook” and “goal” or similar expressions. Although the company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the company can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve important risks, uncertainties and other factors that could cause actual results to differ materially from the expected results and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of the company. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. These risks, uncertainties and other factors include, without limitation, uncertainties affecting real estate business generally (such as entry into new leases, renewals of leases and dependence on tenants’ business operations), risks relating to the integration of the operations of entities that we have acquired or may acquire, risks relating to financing arrangements and sales of securities, possible environmental liabilities, risks relating to leverage and debt service (including availability of financing terms acceptable to the company and sensitivity of the company’s operations and financing arrangements to fluctuations in interest rates), dependence on the primary markets in which the company’s properties are located, the existence of complex regulations relating to status as a REIT and the adverse consequences of the failure to qualify as a REIT, risks relating to litigation, and the potential adverse impact of market interest rates on the market price for the company’s securities.

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