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 April 29, 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 commenced a cash tender offer (the “Tender Offer”) for up to $100 million in aggregate principal amount (the “Tender Cap”) of its 5.625% Guaranteed Notes due December 15, 2010 (collectively, the “Notes”). The consideration payable for the Notes is $930 per $1,000 principal amount of Notes validly tendered and not withdrawn (which includes an early tender payment of $30 per $1,000 principal amount of Notes (the “Early Tender Payment”)). The Early Tender Payment is payable only to holders who tender and validly deliver their Notes on or prior to 11:59 p.m., New York City time, on May 12, 2009 (the “Early Tender Time”), if such Notes are accepted for purchase by the Operating Partnership. Holders who tender their Notes after the Early Tender Time and on or prior to the Expiration Time (as defined below) will be entitled to receive $900 per $1,000 principal amount of the Notes, if such Notes are accepted for purchase by the Operating Partnership. In addition, all holders of Notes who tender their Notes will receive accrued and unpaid interest on any tendered and accepted Notes from the last interest payment date to but not including the date on which the Notes are purchased, which presently is expected to be the next business day following the Expiration Time (as defined below).

     If the aggregate principal amount of Notes tendered pursuant to the Tender Offer exceeds the Tender Cap, then, if the Operating Partnership accepts Notes for purchase, the Operating Partnership will purchase such Notes on a pro rata basis among the tendering holders of such Notes. As a result, each holder of Notes who validly tenders Notes pursuant to the Tender Offer may have a portion of such Notes returned to such holder. The amount of Notes so returned will depend on the level of participation by holders of Notes in the Tender Offer. Additional terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated April 29, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal.

     The Tender Offer will expire at 11:59 p.m., New York City time, on Wednesday, May 27, 2009, unless extended by the Operating Partnership (the “Expiration Time”). The Operating Partnership’s obligation to consummate the tender offer is subject to the Tender Cap, which may be increased or waived by the Operating Partnership in its sole discretion, and is conditioned upon satisfaction or where applicable, waiver, of conditions described in the Offer to Purchase. The Tender Offer is expected to be funded by a combination of available cash on hand and borrowings under the Operating Partnership’s unsecured revolving credit facility. As of April 29, 2009, $249,127,000 aggregate principal amount of the Notes was outstanding.

     Under certain circumstances, and as more fully described in the Offer to Purchase, the Operating Partnership may terminate the Tender Offer before the Expiration Time. Any tendered Notes tendered prior to the Early Tender Time may be withdrawn in writing prior to 5:00 p.m., New York City time, on May 12, 2009 (the “Withdrawal Deadline”). Tendered Notes may not be withdrawn after the Withdrawal Deadline unless the Operating Partnership (i) makes a material change in the terms of the Tender Offer, (ii) decreases (but not if it increases) the Tender Cap, or (iii) is otherwise required by law to permit withdrawal. We expect to cancel the Notes purchased pursuant to the Tender Offer.

     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 April 29, 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: April 30, 2009

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Brandywine Realty Trust, dated April 29, 2009.

Brandywine Realty Trust Announces Tender Offer for its 5.625% Notes due 2010

RADNOR, PA, April 29, 2009 — Brandywine Realty Trust (NYSE: BDN) announced today that its operating partnership, Brandywine Operating Partnership, LP (the “Operating Partnership”), has commenced a cash tender offer (the “Tender Offer”) for up to $100 million principal amount (the “Tender Cap”) of its 5.625% Guaranteed Notes due December 15, 2010 (the “Notes”) issued by the Operating Partnership.

The Tender Offer will expire at 11:59 p.m., New York City time, on Wednesday, May 27, 2009, unless extended by the Operating Partnership (the “Expiration Time”). The total consideration per $1,000 principal amount of the Notes validly tendered and not withdrawn will be $930 which includes an early tender payment of $30 per $1,000 principal amount of Notes (the “Early Tender Payment”). The Early Tender Payment is payable only to holders of the Notes who tender and validly deliver their Notes on or prior to 11:59 p.m., New York City time, on May 12, 2009 (the “Early Tender Time”), if such Notes are accepted for purchase by the Operating Partnership. Holders who tender their Notes after the Early Tender Time and on or prior to the Expiration Time will be entitled to receive $900 per $1,000 principal amount of the Notes, if such Notes are accepted for purchase by the Operating Partnership. In addition, holders will receive accrued and unpaid interest on any tendered and accepted Notes from the last interest payment date to but not including the date on which the Notes are purchased which will be the next business day following the Expiration Time. Additional terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated April 29, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”).

The Operating Partnership’s obligation to consummate the tender offer is subject to the Tender Cap which may be increased or waived by the Operating Partnership in its sole discretion, and is conditioned upon satisfaction or where applicable, waiver of certain conditions described in the Offer to Purchase. The tendered Notes are expected to be retired and cancelled. The Tender Offer will be funded by a combination of available cash on hand and borrowings under the Operating Partnership’s unsecured revolving credit facility. As of April 29, 2009, $249,127,000 aggregate principal amount of the Notes was outstanding.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and Letter of Transmittal that are being sent to holders of the 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) 470-4200 (toll-free) or (212) 430-3774 (collect). Questions regarding the Tender Offer may be directed to Wachovia Securities, Lead Dealer Manager for the Tender Offer, at (866) 309-6316 (toll-free) or (704) 715-8341 (collect). RBS and BNY Mellon Capital Markets, LLC 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 these 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.

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

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 37.5 million square feet, including 26.2 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.