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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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.
Brandywine Operating Partnership, L.P.
(Exact name of registrant as specified in charter)
| Maryland (Brandywine Realty Trust) Delaware (Brandywine Operating Partnership, L.P.) (State or Other Jurisdiction of Incorporation or Organization) |
001-9106 000-24407 (Commission file number) |
23-2413352 23-2862640 (I.R.S. Employer Identification Number) |
555 East Lancaster Avenue, Suite 100
Radnor, PA 19087
(Address of principal executive offices)
Radnor, PA 19087
(Address of principal executive offices)
(610) 325-5600
(Registrant’s telephone number, including area code)
(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.
| Principal | Acceptance | Tender | Early | |||||||||||||||||
| Note | Amount | Priority | Offer | Tender | Total | |||||||||||||||
| Issue | Outstanding | Level | Consideration (1) | Payment (1) | Consideration (1) | |||||||||||||||
2012 Notes |
$ | 287,830,000 | 1 | $ | 950.00 | $ | 30.00 | $ | 980.00 | |||||||||||
2010 Notes |
210,546,000 | 2 | 970.00 | 30.00 | 1,000.00 | |||||||||||||||
| (1) | 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,
the amount of notes accepted from each holder tendering from that series will be
prorated based on the aggregate principal amount tendered with respect to that series and the
remaining amount available under the Maximum Tender Amount. The Tender Offer for the 2010 and 2012
Notes is not conditioned on any minimum amount of notes being tendered.
A copy of the press release announcing the Tender Offer is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| No. | Description | |
99.1
|
Press Release, dated August 6, 2009. |
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Brandywine Realty Trust |
||||
| By: | /s/ Howard M. Sipzner | |||
| Howard M. Sipzner | ||||
| Executive Vice President and Chief Financial Officer | ||||
| By: | Brandywine Operating Partnership, L.P. | |||
| By: | Brandywine Realty Trust, its General Partner | |||
| By: | /s/ Howard M. Sipzner | |||
| Howard M. Sipzner | ||||
| Executive Vice President and Chief Financial Officer | ||||
Date:
August 7, 2009
EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Press Release of Brandywine Realty Trust, dated August 6, 2009. |
Exhibit 99.1
| Investor/Press Contact: | Company Contact: | |||
| Marge Boccuti Manager, Investor Relations Brandywine Realty Trust 610-832-7702 marge.boccuti@bdnreit.com |
 |
Howard M. Sipzner EVP & CFO Brandywine Realty Trust 610-832-4907 howard.sipzner@bdnreit.com |
Brandywine Realty Trust Announces Tender Offers for its
4.50% Notes due 2009, 5.625% Notes due 2010 and 5.75% Notes due 2012
4.50% Notes due 2009, 5.625% Notes due 2010 and 5.75% Notes due 2012
RADNOR, PA, August 6, 2009 — Brandywine Realty Trust (NYSE: BDN) announced today that its
operating partnership, Brandywine Operating Partnership, LP (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.
| Principal | Acceptance | Tender | Early | |||||||||||||||||
| Note | Amount | Priority | Offer | Tender | Total | |||||||||||||||
| Issue | Outstanding | Level | Consideration (1) | Payment (1) | Consideration (1) | |||||||||||||||
2012 Notes |
$ | 287,830,000 | 1 | $ | 950.00 | $ | 30.00 | $ | 980.00 | |||||||||||
2010 Notes |
210,546,000 | 2 | 970.00 | 30.00 | 1,000.00 | |||||||||||||||
| (1) | Per $1,000 principal amount of Notes accepted for purchase. |
| 555 East Lancaster Avenue, Suite 100, Radnor PA 19087 | Phone: (610) 325-5600 • www.brandywinerealty.com |
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, the
amount of notes accepted from each holder tendering from that series will be prorated based on the
aggregate principal amount tendered with respect to that series and the remaining amount available
under the Maximum Tender Amount. The Tender Offer for the 2010 and 2012 Notes is not conditioned
on any minimum amount of notes being tendered.
Additional Information
The complete terms and conditions of the tender offers are set forth in the Offer to Purchase and
Letter of Transmittal that are being sent to holders of the 2009, 2010 and 2012 Notes. Holders are
urged to read the Tender Offer documents carefully before making any decision with respect to the
Tender Offer. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from
Global Bondholder Services Corporation, the Information Agent for the Tender Offer, at (866)
540-1500 (toll-free) or (212) 430-3774 (collect). Questions regarding the Tender Offer may be
directed to Wells Fargo Securities, Lead Dealer Manager for the Tender Offer, at (866) 309-6316
(toll-free) or (704) 715-8341 (collect). Citi and Deutsche Bank Securities are serving as
Co-Dealer Managers for the Tender Offer.
This press release is neither an offer to purchase nor a solicitation to buy any of the 2009, 2010
or 2012 Notes nor is it a solicitation for acceptance of the Tender Offer. The Operating
Partnership is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase
and the related Letter of Transmittal. The Tender Offer is not being made in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. None of Brandywine Realty Trust, the Operating Partnership, the
Dealer Manager, either of the Co-Managers or the Information Agent makes any recommendation in
connection with the Tender Offer.
About Brandywine Realty Trust
Brandywine Realty Trust is one of the largest, publicly traded, full-service, integrated real
estate companies in the United States. Organized as a real estate investment trust and operating
in select markets, Brandywine owns, develops and manages a primarily Class A, suburban and urban
office portfolio aggregating approximately 37.3 million square feet, including 26.1 million square
feet which it owns on a consolidated basis.
Forward-Looking Statements
Certain statements in this release constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual results, performance,
achievements or transactions of the Company and its affiliates or industry results to be materially
different from any future results, performance, achievements or transactions expressed or implied
by such forward-looking statements. Such risks, uncertainties and other factors relate to, among
others, the Company’s ability to lease vacant space and to renew or relet space under expiring
leases at expected levels, the potential loss of major tenants, interest rate levels, the
availability and terms of debt and equity financing, competition with other real estate companies
for tenants and acquisitions, risks of real estate acquisitions, dispositions and developments,
including cost overruns and construction delays, unanticipated operating costs and the effects of
general and local economic and real estate conditions. Additional information or factors which
could impact the Company and the forward-looking statements contained herein are included in the
Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation
to update or supplement forward-looking statements that become untrue because of subsequent events.