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

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

Maryland		001-9106		23-2413352
(Brandywine Realty Trust)
Delaware		000-24407		23-2862640
(Brandywine Operating Partnership, L.P.)
(State or Other Jurisdiction of Incorporation or		(Commission file number)		(I.R.S. Employer
Organization)				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 January 30, 2009, Brandywine Realty Trust (the “General Partner”), the sole general partner of Brandywine Operating Partnership, L.P. (the “Operating Partnership”), announced that the Operating Partnership has accepted for purchase $40.3million principal amount of the Operating Partnership’s outstanding 4.50% Guaranteed Notes due November 1, 2009 (collectively, the “Notes”), all of which were validly tendered pursuant to the Operating Partnership’s previously announced cash tender offer for the Notes (the “Tender Offer”) and not withdrawn at or prior to the Expiration Time (as defined below). The Notes accepted for purchase represent approximately 20.5% of the $196.7 million aggregate principal amount of Notes outstanding immediately prior to the Tender Offer. The Tender Offer expired at 5:00 p.m., New York City time, on Thursday, January 29, 2009 (the “Expiration Time”). Payment for Notes purchased pursuant to the Tender Offer is expected to be made on Friday, January 30, 2009 (the “Payment Date”).

     The consideration payable for Notes accepted for payment is $967.50 per $1,000 principal amount of Notes, plus accrued and unpaid interest on such Notes to, but not including, the Payment Date. The aggregate consideration for Notes accepted for payment, including accrued and unpaid interest thereon, was approximately $39.4 million. With the exception of approximately $28.4 million of the Notes purchased pursuant to the Tender Offer (which will be held until maturity in an escrow account established by an indirect wholly-owned subsidiary of the Operating Partnership), the purchased Notes have been cancelled by the Operating Partnership.

     The Tender Offer was made pursuant to the Operating Partnership’s Offer to Purchase dated January 22, 2009 and the related Letter of Transmittal.

     Wachovia Capital Markets, LLC (d/b/a Wachovia Securities) acted as dealer manager in connection with the Tender Offer.

     A copy of the General Partner’s press release announcing the completion of 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 January 30, 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.

		By:		Brandywine Operating Partnership, L.P.
				By:		Brandywine Realty Trust, its General Partner

     Date: January 30, 2009

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Brandywine Realty Trust, dated January 30, 2009.

Investor/Press Contact:      Marge Boccuti      Manager, Investor Relations      Brandywine Realty Trust      610-832-7702      marge.boccuti@bdnreit.com				Company Contact:      Howard M. Sipzner      EVP & CFO      Brandywine Realty Trust      610-832-4907      howard.sipzner@bdnreit.com

Brandywine Realty Trust Announces Completion of Tender Offer by
Brandywine Operating Partnership LP for its 4.50% Notes due 2009

RADNOR, PA, January 30, 2009 — Brandywine Realty Trust (NYSE: BDN) announced today that its operating partnership, Brandywine Operating Partnership, LP (the “Operating Partnership”), has accepted for purchase $40,279,000 of its 4.50% Guaranteed Notes due November 1, 2009 (the “Notes”) which were validly tendered pursuant to its previously announced cash tender offer for the Notes (the “Tender Offer”). The Notes accepted for purchase represent 20.5% of the $196,680,000 principal amount of the Notes outstanding prior to the Tender Offer. The Tender Offer expired at 5:00 p.m., New York City time, on Thursday, January 29, 2009 (the “Expiration Time”). Payment for Notes purchased pursuant to the Tender Offer was made on Friday, January 30, 2009 (the “Payment Date”).

The consideration paid for each $1,000 principal amount of Notes accepted under the Tender Offer was $967.50 plus accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the Payment Date. The aggregate consideration for Notes accepted for payment including accrued and unpaid interest was $39,418,036. Payment for $28,392,000 of Notes tendered was funded from the $27,470,000 balance of an existing cash escrow account and the associated Notes will be held in the escrow account until maturity along with $4,100,000 of Notes already held in the escrow account. Payment for the remaining $11,887,000 of Notes tendered was funded from borrowings under the Company’s unsecured revolving credit facility and the associated Notes have been retired. Following the completion of the tender, $184,793,000 of the Notes is outstanding of which $32,492,000 is held in the escrow account, an asset of a wholly-owned affiliate of Brandywine Realty Trust.

The Tender Offer was made pursuant to the Operating Partnership’s Offer to Purchase dated January 22, 2009 and the related Letter of Transmittal. Wachovia Securities acted as Dealer Manager for the Tender Offer. This press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of 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 39.3 million square feet, including 26.5 million square feet which it currently owns on a consolidated basis. For more information, visit our website at www.brandywinerealty.com.

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.

555 East Lancaster Avenue, Suite 100, Radnor PA 19087		Phone: (610) 325-5600 • www.brandywinerealty.com