Item 1.01 |
Entry into a Material Definitive Agreement |
On June 17, 2025, 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 (together with the Pricing Agreement (as defined below), the “Underwriting Agreement”) and a related Pricing Agreement (the “Pricing Agreement”) with BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in the Pricing Agreement (the “Underwriters”), in connection with the public offering by the Operating Partnership of $150 million in aggregate principal amount of its 8.875% Guaranteed Notes due 2029 (the “Notes”), with a re-offer yield of 7.039%. The Company will fully and unconditionally guarantee the payment of principal and of premium, if any, and interest on the Notes. The offering is expected to close on June 27, 2025, subject to customary closing conditions. Under the terms of the Underwriting Agreement, the Company and the Operating Partnership have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute payments that the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains customary representations and covenants. 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. 333-270133),
under 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 Form
8-K.
The foregoing is not a complete discussion of the Underwriting Agreement and the Pricing Agreement and is qualified in its entirety by reference to these agreements, and the information in the Underwriting Agreement and the Pricing Agreement is incorporated into this Item 1.01 by this reference.
The net proceeds from the offering, after deducting the underwriting discount and estimated offering expenses payable by the Operating Partnership (and not including the amount of accrued interest paid by the purchasers of the Notes in the offering), are expected to be approximately $157 million. The Operating Partnership intends to use the net proceeds from the offering to repay outstanding borrowings under its $600 million unsecured revolving credit facility, to fund a partial repayment of its secured debt and for general corporate purposes, which may include the repayment, repurchase or other retirement of other indebtedness.
The Notes will be 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 Third Supplemental Indenture, dated as of April 5, 2011 (the “Third Supplemental Indenture”), among the Company, the Operating Partnership and The Bank of New York Mellon (formerly, The Bank of New York), as trustee. The Indenture was previously 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 was previously 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 Third Supplemental Indenture was previously filed with the Commission on April 5, 2011, 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 Notes form part of the same series as the Operating Partnership’s outstanding 8.875% Guaranteed Notes due 2029 (the “Initial Notes”). Upon completion of the issuance and sale of the Notes on June 27, 2025, $550.0 million aggregate principal amount of the Operating Partnership’s 8.875% Guaranteed Notes due 2029 will be outstanding. The Notes will have the same CUSIP number as, and will trade interchangeably with, the Initial Notes.
In connection with the foregoing, the Company and the Operating Partnership are filing as Exhibit 5.1 to this Current Report on
Form 8-K
the opinion of their counsel with respect to the validity of the Notes and the Guarantee.
Item 7.01 |
Regulation FD Disclosure |
On June 17, 2025, the Company issued a press release announcing the pricing of the offering of Notes. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form
8-K.