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Prospectus Supplement No. 8
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Filed pursuant to Rule 424(b)(7) |
(to Prospectus Dated November 8, 2006,
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Registration No. 333-138513 |
as supplemented by Prospectus Supplement |
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No. 1 dated December 8, 2006, Prospectus |
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Supplement No. 2 dated December 22, 2006, |
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Prospectus Supplement No. 3 dated February |
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9, 2007, Prospectus Supplement No. 4 dated |
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March 20, 2007, Prospectus Supplement No. 5 |
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dated August 6, 2007, Prospectus Supplement |
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No. 6 dated October 16, 2007 and Prospectus |
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Supplement No. 7 dated February 19, 2008) |
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$345,000,000
Brandywine Operating Partnership, L.P.
3.875% Exchangeable Guaranteed Notes due 2026
fully and unconditionally guaranteed by
Brandywine Realty Trust
This Prospectus Supplement No. 8 supplements and amends the prospectus dated November 8, 2006
(as amended by Prospectus Supplement No. 1 dated December 8, 2006, Prospectus Supplement No. 2
dated December 22, 2006, Prospectus Supplement No. 3 dated February 9, 2007, Prospectus Supplement
No. 4 dated March 20, 2007, Prospectus Supplement No. 5 dated August 6, 2007, Prospectus Supplement
No. 6 dated October 16, 2007 and Prospectus Supplement No. 7 dated February 19, 2008) relating to
the sale from time to time by the selling securityholders named in the prospectus and in this
prospectus supplement of up to $345,000,000 aggregate principal amount of 3.875% Exchangeable
Senior Notes due 2026 of Brandywine Operating Partnership, L.P., and the common shares of
beneficial interest of Brandywine Realty Trust, if any, issuable upon exchange of the notes.
This prospectus supplement should be read in conjunction with and accompanied by, and is
qualified by reference to, the prospectus, except to the extent that the information in this
prospectus supplement supersedes any information contained in the prospectus.
Common shares of beneficial interest of Brandywine Realty Trust are listed on the New York
Stock Exchange under the symbol BDN. On June 17, 2008, the last reported sale price of common
shares of beneficial interest of Brandywine Realty Trust on the New York Stock Exchange was $17.23
per share.
Investing in the notes involves risks. See ''Risk Factors beginning on page 7 of the
prospectus, as well as the risk factors that are incorporated by reference in the prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is June 18, 2008
SELLING SECURITYHOLDERS
The information appearing in the table below supplements and amends the information with
respect to the selling securityholder in the table appearing under the heading Selling
Securityholders in the prospectus. The information is based solely on information provided to us
by or on behalf of the selling securityholder on or prior to June 17, 2008. The number of
Brandywine common shares issuable upon exchange of the notes shown in the table below represents
the maximum number of Brandywine common shares issuable upon exchange of the notes assuming
exchange of the full amount of notes held by each holder at the initial exchange rate of 25.4065
Brandywine common shares per $1,000 principal amounts of the notes. This exchange rate is subject
to adjustments in certain circumstances. Because the selling securityholder may offer all or some
portion of the notes or Brandywine common shares issuable upon exchange of the notes, we have
assumed for purposes of the table below that the named selling securityholder will sell all of the
notes or exchange all of the notes and sell all of the Brandywine common shares issuable upon
exchange of the notes offered pursuant to this prospectus supplement and the prospectus. In
addition, the selling securityholder identified below may have sold, transferred or otherwise
disposed of all or a portion of their notes since the date on which they provided the information
regarding their notes in transactions exempt from the registration requirements of the Securities
Act. Information about the selling securityholder may change over time. Any changed information
given to us by the selling securityholder will be set forth in a prospectus supplement if and when
necessary or, if appropriate, a post-effective amendment to the registration statement of which
this prospectus supplement and the prospectus is a part. Because the selling securityholder may
offer all or some of its notes or the underlying Brandywine common shares from time to time, we
cannot estimate the amount of notes or underlying Brandywine common shares that will be held by the
selling securityholder upon the termination of any particular offering. See ''Plan of
Distribution in the prospectus for further information.
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Aggregate |
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Other Brandywine |
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Principal |
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Common Shares |
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Percentage of |
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Amount of |
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Number of |
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Beneficially Owned |
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Outstanding |
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Notes |
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Brandywine |
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Before the Offering |
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Common Shares |
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Beneficially |
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Percentage of |
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Common Shares |
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and Assumed to be |
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Beneficially |
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Owned That |
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Notes |
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That May be |
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Owned Following |
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Owned Following |
Name* |
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May be Sold ($) |
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Outstanding |
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Sold *** |
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the Offering |
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the Offering **** |
KBC Financial Products USA Inc. |
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250,000 |
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* |
* |
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1,812 |
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* |
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See Plan of Distribution in the prospectus. |
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** |
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The selling securityholder beneficially owns less than 1% of the outstanding notes. |
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*** |
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Represents an estimate of the maximum number of Brandywine common shares issuable upon
exchange of all of the holders notes at the initial exchange rate of 25.4065 Brandywine
common shares per $1,000 principal amount of the notes, or an estimated aggregate maximum of
2,500,000 Brandywine common shares issuable to all holders of the notes. This exchange rate
is subject to adjustment as described under Description of Notes Exchange Rights in the
prospectus. The number of Brandywine common shares issuable upon exchange of the notes may
change in the future as a result of adjustments to the exchange rate and the price of the
Brandywine common shares at the time of the exchange of the notes. |
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**** |
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Calculated based on Rule 13d-3 of the Exchange Act, using 87,611,985 Brandywine common shares
outstanding as of June 17, 2008. In calculating this percentage, we also treated as
outstanding the estimated number of Brandywine common shares issuable upon exchange of the
holders notes at the initial exchange rate. However, we did not assume the exchange of any
other holders notes. Based on the 87,611,985 Brandywine common shares outstanding as of June
17, 2008, the selling securityholder would beneficially own less than 1% of the outstanding
Brandywine common shares following the sale of securities in the offering. |