SEC Info - Brandywine Realty Trust, et al.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

i 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): i April 15, 2024

i BRANDYWINE REALTY TRUST

i BRANDYWINE OPERATING PARTNERSHIP, L.P.

(Exact name of registrant as specified in charter)


i Maryland (Brandywine Realty Trust)	i 001-9106	i 23-2413352
i Delaware (Brandywine Operating Partnership, L.P.)	i 000-24407	i 23-2862640
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

i 2929 Arch Street

i Suite 1800

i Philadelphia,

i 19104

(Address of principal executive offices) (Zip Code)

( i 610)

i 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):

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Shares of Beneficial Interest	i BDN	i NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Brandywine Realty Trust

Emerging growth company i ☐

Brandywine Operating Partnership, L.P.

Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Brandywine Realty Trust

: ☐

Brandywine Operating Partnership, L.P.

: ☐

Item 7.01

Regulation FD Disclosure

On April 15, 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”), has commenced a cash tender offer (the “Tender Offer”) for any and all of its 4.10% Guaranteed Notes due October 1, 2024 (the “2024 Notes”). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase and related letter of transmittal and notice of guaranteed delivery (collectively, the “Tender Offer Documents”) that will be sent to registered holders of the 2024 Notes and be posted online at https://

www.gbsc-usa.com/brandywine/

. The Tender Offer will expire at 5:00 p.m., New York City time, on April 19, 2024, unless extended or earlier terminated.

In addition to the Purchase Price as determined in the manner described in the Offer to Purchase, Holders will also receive 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 date the Company initially makes payment for such 2024 Notes, which date is anticipated to be April 23, 2024 (the “Settlement Date”). Notes tendered by notice of guaranteed delivery and accepted for purchase will be purchased on the fourth business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form

8-K.

The information included in this Current Report on Form

8-K

under this Item 7.01 (including Exhibit 99.1) shall not be deemed “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 deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits


Exhibit		Description

99.1		Press Release of Brandywine Realty Trust dated April 15, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


B RANDYWINE R EALTY T RUST

	By:	/s/ *Gerard H. Sweeney*
		Gerard H. Sweeney
		President and Chief Executive Officer

B RANDYWINE O PERATING P ARTNERSHIP , L.P.

	By:	B RANDYWINE R EALTY T RUST , ITS G ENERAL P ARTNER

	By:	/s/ *Gerard H. Sweeney*
		Gerard H. Sweeney
		President and Chief Executive Officer

Date: April 15, 2024

This ‘8-K’ Filing	Date	Other Filings

	10/1/24	None on these Dates
	4/23/24
	4/19/24
Filed on / For Period end:	4/15/24
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Brandywine Realty Trust, et al. – ‘8-K’ for 4/15/24

On: Monday, 4/15/24, at 9:06am ET · For: 4/15/24 · Accession #: 1193125-24-95613 · File #s: 0-24407, 1-09106

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