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): August 6, 2009
Brandywine Realty Trust
Brandywine Operating Partnership, L.P.
(Exact name of registrant as specified in charter)
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Maryland
(Brandywine Realty Trust)
Delaware
(Brandywine Operating Partnership, L.P.)
(State or Other Jurisdiction of
Incorporation or Organization)
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001-9106
000-24407
(Commission file number)
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23-2413352
23-2862640
(I.R.S. Employer
Identification Number) |
555 East Lancaster Avenue, Suite 100
Radnor, PA 19087
(Address of principal executive offices)
(610) 325-5600
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01 Other Events.
On August 6, 2009, Brandywine Realty Trust, the sole general partner of Brandywine Operating
Partnership, L.P. (the “Operating Partnership”), announced that the Operating Partnership has
commenced cash tender offers for any and all of the $150,151,000 outstanding principal amount of
its 4.50% Guaranteed Notes due November 1, 2009 (the “2009 Notes”) (the “Any and All Tender Offer”)
and for up to $100,000,000 principal amount (the “Maximum Tender Amount”) of its 5.625% Guaranteed
Notes due December 15, 2010 (the “2010 Notes”) and 5.75% Guaranteed Notes due April 1, 2012 (the
“2012 Notes”) all issued by the Operating Partnership (the “Maximum Tender Offer,” and together
with the Any and All Tender Offer, collectively, the “Tender Offers,” and each a “Tender Offer”).
The terms and conditions of the Tender Offers are set forth in the Offer to Purchase dated August
6, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of
Transmittal”) and are summarized below. The Tender Offers will be funded by a combination of
available cash on hand and borrowings under the Operating Partnership’s unsecured revolving credit
facility.
Tender Offer for the 2009 Notes
The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on August 13, 2009,
unless extended or earlier terminated by the Operating Partnership. The consideration payable for
the 2009 Notes will be $1,004.00 per $1,000 principal amount of the 2009 Notes validly tendered
plus accrued and unpaid interest from the last interest payment date up to, but not including, the
payment date for the 2009 Notes purchased in the Any and All Tender Offer, which is expected be the
next business day following the expiration of the Any and All Tender Offer. Under certain
circumstances described in the Offer to Purchase, the Operating Partnership may terminate the Any
and All Tender Offer before the applicable expiration date. Validly tendered 2009 Notes are
expected to be retired and cancelled.
Tender Offer for the 2010 and 2012 Notes
The Maximum Tender Offer will expire at 11:59 p.m., New York City time, on September 2, 2009,
unless extended or earlier terminated by the Operating Partnership. The consideration payable for
the 2010 or 2012 Notes will be equal to the applicable “Total Consideration” shown below per $1,000
of each series of notes, which includes the Early Tender Payment if a holder has validly tendered
and has not validly withdrawn such holder’s 2010 or 2012 Notes by 5:00 p.m., New York City time, on
or prior to Wednesday, August 19, 2009 (as may be extended or otherwise modified, the “Early Tender
Date”). Holders that validly tender their 2010 or 2012 Notes after the Early Tender Date and at or
prior to the applicable expiration date without subsequently validly withdrawing them will receive
the applicable “Tender Offer Consideration” shown below per $1,000 of each series of notes which is
equal to the Total Consideration minus the Early Tender Payment.
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Principal |
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Acceptance |
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Tender |
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Early |
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| Note |
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Amount |
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Priority |
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Offer |
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Tender |
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Total |
| Issue |
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Outstanding |
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Level |
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Consideration (1) |
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Payment (1) |
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Consideration (1) |
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2012 Notes |
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$ |
287,830,000 |
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1 |
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$ |
950.00 |
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$ |
30.00 |
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$ |
980.00 |
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2010 Notes |
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210,546,000 |
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2 |
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970.00 |
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30.00 |
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1,000.00 |
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| (1) |
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Per $1,000 principal amount of Notes accepted for purchase. |
Validly tendered notes accepted for purchase will also be paid accrued and unpaid interest
from the last interest payment date up to, but not including, the payment date for the 2010 and
2012 Notes purchased in the Maximum Tender Offer, which is expected be the next business day
following the expiration date of the Maximum Tender Offer. Validly tendered 2010 and 2012 Notes
are expected to be retired and cancelled.
In the event that the Maximum Tender Offer is oversubscribed, the Operating Partnership will
accept tendered 2010 and 2012 Notes according to the “acceptance priority level” for that series
specified in the table above and proration. Accordingly, all 2012 Notes that are validly tendered
as of the expiration of the Maximum Tender Offer will be accepted for purchase,
subject to
proration, before any validly tendered 2010 Notes are accepted. In addition, with respect to the
2010 and 2012 Notes, where some, but not all, of the notes tendered for a particular series are
purchased,