United States securities and exchange commission logo
May 2, 2024
Thomas E. Wirth
Executive Vice President and Chief Financial Officer
Brandywine Realty Trust
2929 Arch Street Suite 1800
Philadelphia, PA 19104
Re: Brandywine Realty
Trust
Form 10-K for the
year ended December 31, 2023
File No. 001-09106
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Brandywine
Operating Partnership, L.P.
Form 10-K for the
year ended December 31, 2023
File No. 000-24407
Dear Thomas E. Wirth:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Item 2. Properties, page 25
1. We note statements by
your Chief Executive Officer during your February 1, 2024
earnings call regarding
the level of tenant concessions the company offers. Please tell us
how tenant concessions
have impacted your average annualized rent and, in future
Exchange Act periodic
reports, please revise your tables to include footnote disclosure
discussing how tenant
concessions, such as free rent or other such tenant reimbursements,
impact your average
annualized rent.
2. We note statements
throughout your filing regarding the quality of your assets and your
focus on acquiring
high-quality properties. Please tell us, and in future Exchange Act
periodic reports,
provide disclosure regarding the class of each property and the
occupancy rate
expressed as a percentage for each property.
Thomas E. Wirth
Brandywine Realty Trust
May 2, 2024
Page 2
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 29
3. We note from your fourth quarter earnings call that you were unable to
complete a
planned disposition of an underleased portfolio due to the buyer's
inability to obtain third-
party financing. We also note that this appears to be a specific
example of the type of risk
you highlighted in your risk factor related to increasing interest
rates on page 21. Please
tell us what consideration you gave to discussing this transaction,
the reasons it was not
successful, and the potential implications, with your MD&A.
4. We note your disclosure that inflation and high interest rates could
have a dampening
effect on your business. In future Exchange Act periodic reports,
please provide a detailed
discussion of the impact of high interest rates and inflation on your
business, together with
any steps you have taken or may take to mitigate the impact. To the
extent material, please
quantify the impact and expected impact of these trends going forward.
Refer to Item
303(a) of Regulation S-K.
5. In future Exchange Act periodic reports, please include a discussion
of the relationship
between market rents and expiring rents.
6. In future Exchange Act periodic reports, please tell us what
management considers in
determining whether a property is not yet stabilized. As an example
only, we note that 250
King of Prussia Road is considered not yet stabilized although it was
completed in the
third quarter of 2022.
7. We note that you attribute the decrease in your operating cash flows
to your
lower occupancy rate. In future Exchange Act periodic reports, please
discuss the
circumstances driving changes in your occupancy rate and provide
occupancy rate by
property type (e.g., office, life science/lab, residential, and
mixed-use) for all of your
properties, not just your Core Properties.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Isabel Rivera at 202-551-3518
with any other
questions.
FirstName LastNameThomas E. Wirth Sincerely,
Comapany NameBrandywine Realty Trust
May 2, 2024 Page 2 Division of
Corporation Finance
FirstName LastName Office of Real
Estate & Construction