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On April 23, 2024, Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), issued a press release announcing that its operating partnership, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), gave notice under the Indenture, dated as of October 22, 2004 (as modified or supplemented from time to time, the “Indenture”), as supplemented by the First Supplemental Indenture dated as of May 25, 2005, and the Third Supplemental Indenture dated as of April 5, 2011, among the Company, the Operating Partnership and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, for the redemption of all of following its previously announced cash tender offer (the “Tender Offer”) of its 2024 Notes. The expected redemption (the “Redemption Date”).

The 2024 Notes will be redeemed at a redemption price equal to the greater of: (a) 100% of the principal amount of the 2024 Notes then outstanding to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the 2024 Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a year consisting of twelve months) at the applicable treasury rate plus 25 basis points, in each case, plus accrued and unpaid interest on the principal amount of 2024 Notes being redeemed to the Redemption Date.

The redemption notice was distributed to holders of the 2024 Notes on or about April 23, 2024. The Operating Partnership intends to use the net proceeds from the previously announced offering and sale of $400 million in aggregate principal amount of the 8.875% Guaranteed Notes due 2029 (the “Notes Offering”) to fund the redemption.

The press release announcing the redemption of the 2024 Notes is attached hereto as Exhibit 99.1 and is incorporated in this Item 2.04 by this reference.

 

On April 19, 2024, the Company issued a press release (the “Pricing Press Release”) announcing the pricing terms of the Company’s previously announced Tender offer.

On April 22, 2024, the Company announced the completion of the Tender Offer. The Tender Offer expired at 5:00 p.m., New York City time, on Friday, April 19, 2024 (the “Expiration Date”). As of the expiration of the Tender Offer, $221,601,000 or 66.13% of the $335,100,000 aggregate principal amount of the 2024 Notes outstanding prior to the Tender Offer had been validly tendered and not withdrawn in the Tender Offer (excluding $75,000 in aggregate principal amount of the 2024 Notes submitted pursuant to the guaranteed delivery procedures described in the Operating Partnership’s Offer to Purchase, dated April 15, 2024 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery). The Operating Partnership accepted for purchase all of the 2024 Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Date. Payment for the 2024 Notes purchased pursuant to the Tender Offer was made on April 23, 2024 (the “Settlement Date”).

The consideration (the “Purchase Price”) offered per $1,000 principal amount of 2024 Notes validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the 2024 Notes specified therein plus the yield based on the price of the U.S. Treasury Reference Security specified therein as of 10:00 a.m. New York on which the Tender Offer expired. In addition to the Purchase Price, all holders of 2024 Notes accepted for purchase also received accrued and unpaid interest on 2024 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Settlement Date.

The 2024 Notes validly tendered by the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on the second business day after the Settlement Date, but payment of accrued and unpaid interest on such 2024 Notes will only be made to, but not including, the Settlement Date.

The Tender Offer was made pursuant to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. BofA Securities, Inc. and Citigroup Global Markets Inc. acted as Dealer Managers for the Tender Offer. This Current Report on Form is neither an offer to purchase nor a solicitation to buy any of the 2024 Notes nor is it a solicitation for acceptance of the Tender Offer.

The Pricing Press Release and the press release announcing the expiration of the Tender Offer are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated in this Item 8.01 by this reference.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.