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
Date of Report (Date of earliest event reported): September 21, 2009
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
(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 1.01 Entry into a Material Definitive Agreement.
On September 21, 2009, Brandywine Realty Trust, a Maryland real estate investment trust (the
“Company”), and its operating partnership, Brandywine Operating Partnership, L.P., a Delaware
limited partnership (the “Operating Partnership”), entered into an Underwriting Agreement with Banc
of America Securities LLC, J.P. Morgan Securities Inc., Wells Fargo Securities, LLC and RBS
Securities Inc., as representatives of the several underwriters named in the Pricing Agreement
described therein (the “Underwriters”), in connection with the public offering by the Operating
Partnership of $250 million aggregate principal amount of the Operating Partnership’s 7.50%
Guaranteed Notes Due May 15, 2015 (the “Notes”). The Company has fully and unconditionally
guaranteed the payment of principal of and interest on the Notes. The offer and sale of the Notes
were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a
registration statement on Form S-3 (File No. 333-158589) (as the same may be amended and/or
supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the
“Securities Act”).
Copies of each of the Underwriting Agreement and the Pricing Agreement are filed as Exhibit 1.1 and
Exhibit 1.2, respectively, to this Current Report on 8-K and the information in the Underwriting
Agreement and the Pricing Agreement is incorporated into this Item 1.01 by this reference.
On September 25, 2009, the Operating Partnership completed the issuance and sale of the Notes. The
net proceeds to the Company from the sale of the Notes, after the underwriters’ discount and
offering expenses, are estimated to be approximately $247 million. The Company plans to use a
portion of the net proceeds from the offering to reduce outstanding borrowings under its $600
million unsecured revolving credit facility. The Company intends to use the balance of the net
proceeds from the offering for general corporate purposes, which may include repayment or
repurchase of other indebtedness.
The Notes were issued under the Indenture, dated as of October 22, 2004 (the “Indenture”), as
supplemented by the First Supplemental Indenture dated as of May 25, 2005 (the “First Supplemental
Indenture”) and the Second Supplemental Indenture dated as of October 4, 2006 (the “Second
Supplemental Indenture”), among the Company, the Operating Partnership, certain other subsidiaries
of the Company and The Bank of New York, as trustee. The Indenture previously was filed with the
Commission on October 22, 2004, as Exhibit 4.1 to the Company’s Current Report on Form 8-K and is
incorporated into this Item 1.01 by this reference. The First Supplemental Indenture previously
was filed with the Commission on May 26, 2005, as Exhibit 4.1 to the Company’s Current Report on
Form 8-K and is incorporated into this Item 1.01 by this reference. The Second Supplemental
Indenture previously was filed with the Commission on October 4, 2006, as Exhibit 4.1 to the
Company’s Current Report on Form 8-K and is incorporated into this Item 1.01 by this reference. A
copy of the form of Notes is filed herewith as Exhibit 4.1 and incorporated into this Item 1.01 by
this reference.
The material terms of the Notes are described in a prospectus supplement, as filed with the
Commission on September 21, 2009 pursuant to Rule 424(b)(5) of the Securities Act, which relates to
the offer and sale of the Notes and supplements the Operating Partnership’s prospectus, as filed
with the Commission on April 29, 2009, contained in the Registration Statement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of the Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K pertaining to the Notes is
incorporated by reference into this Item 2.03.
Item 8.01
Other Events.
On September 21, 2009, the Company issued a press release announcing the pricing of the Notes. A
copy of the press release is furnished herewith as Exhibit 99.1.