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 (Brandywine Realty Trust)		001-9106		23-2413352
Delaware (Brandywine Operating Partnership, L.P.)		000-24407		23-2862640
(State or Other Jurisdiction of Incorporation or Organization)		(Commission file number)		(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 7.01 Regulation FD Disclosure.

     On May 27, 2009, we announced that we have commenced a public offering of 30,000,000 common shares of beneficial interest, par value $0.01 per share (the “Offering”). We also announced that we will grant the underwriters of the Offering an option for 30 days to purchase up to 4,500,000 additional common shares to cover overallotments, if any. Merrill, Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. will serve as the joint book-running managers for the Offering. We plan to use the net proceeds from the Offering to repay borrowings under our revolving credit facility and for general corporate purposes.

     We are filing today a prospectus supplement to our prospectus, dated April 29, 2009, which contains information relating to the Offering. The prospectus supplement also contains information concerning our recent activities and other developments as well as an update on our anticipated dividend payments with respect to 2009. Please refer to the prospectus supplement, which is available on the Securities and Exchange Commission’s EDGAR System, to review such information and update.

     A copy of our press release announcing commencement of the Offering is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated May 27, 2009.

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 7.01, “Regulation FD Disclosure” and Item 9.01, “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

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.

Date: May 27, 2009

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Brandywine Realty Trust, dated May 27, 2009.

Exhibit 99.1

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

Brandywine Realty Trust Announces Commencement of Public Offering of Common Shares

RADNOR, PA, May 27, 2009 — Brandywine Realty Trust (the “Company”) (NYSE: BDN) announced today that it has commenced a public offering of 30 million common shares. In addition, the Company expects to grant to the underwriters for the public offering an option for 30 days to purchase up to 4.5 million additional common shares to cover overallotments, if any. Merrill Lynch & Co., J.P.Morgan and Citi will serve as the joint book-running managers.

The Company plans to use the net proceeds from the sale of common shares in this offering to reduce outstanding borrowings under its $600 million unsecured revolving credit facility and for general corporate purposes.

This offering will be made pursuant to a prospectus supplement being filed today to the Company’s prospectus, dated April 29, 2009, filed as part of the Company’s effective shelf registration statement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Copies of the preliminary prospectus supplement and accompanying prospectus relating to these securities may be obtained by contacting Merrill Lynch & Co., Attention: Prospectus Department, 4 World Financial Center, New York, New York 10080; J.P.Morgan, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11425, (718) 242-8002, and Citi, Attention: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th floor, Brooklyn, NY 11220.

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 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