Brandywine Realty Trust Announces Expiration of Tender Offer for Any and All of its Outstanding 4.10% Guaranteed Notes due 2024 With Approximately $221.6 Million Having Been Tendered
22 April 2024 - 10:16PM
Brandywine Realty Trust (the “Company”) (NYSE:BDN) announced today
the expiration of the previously announced cash tender offer (the
“Tender Offer”) by its operating partnership, Brandywine Operating
Partnership, LP (the “Operating Partnership”), for any and all of
its outstanding 4.10% Guaranteed Notes due October 1, 2024 (the
“Notes”). 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 Notes had been
validly tendered and not withdrawn in the Tender Offer (excluding
$75,000 in aggregate principal amount of the 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 (together with the Offer to Purchase, the “Offer
Documents”)). The Operating Partnership accepted for purchase all
of the Notes validly tendered and delivered (and not validly
withdrawn) in the Tender Offer at or prior to the Expiration Date.
Payment for the Notes purchased pursuant to the Tender Offer is
intended to be made on April 23, 2024 (the “Settlement Date”).
Certain information regarding the Notes is set
forth in the table below.
Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Aggregate Principal Amount Accepted for Purchase(1) |
Percentage of Aggregate Principal Amount Outstanding(1) |
4.10% Guaranteed Notes due October 1, 2024 |
105340 AN3 |
$335,100,000 |
$221,601,000 |
66.13% |
(1) Not including any
amount of Notes submitted pursuant to the guaranteed delivery
procedures described in the Offer Documents.
The consideration to be paid under the Tender
Offer will be $994.48 per $1,000 principal amount of Notes (the
“Purchase Price”), plus accrued and unpaid interest to, but not
including, the Settlement Date. The total Tender Offer
consideration of $220,932,996.21 including the Purchase Price and
accrued and unpaid interest (excluding consideration and accrued
and unpaid interest for the Notes delivered pursuant to the Notice
of Guaranteed Delivery) will be funded with net proceeds the
Company received from the sale of $400,000,000 aggregate principal
amount of its 8.875% Guaranteed Notes due 2029.
The 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 interest on such Notes will only be made to, but
not including, the Settlement Date.
It is expected that the Operating Partnership
will retire approximately 66.13% of the aggregate principal amount
outstanding of the Notes pursuant to the Tender Offer (excluding
Notes delivered pursuant to the Notice of Guaranteed Delivery).
The Tender Offer was made pursuant to the Offer
to Purchase, the related Letter of Transmittal and Notice of
Guaranteed Delivery. BofA Securities and Citigroup acted as Dealer
Managers for the Tender Offer. This press release is neither an
offer to purchase nor a solicitation to buy any of the Notes nor is
it a solicitation for acceptance of the Tender Offer.
The Operating Partnership intends to redeem all
of the Notes that have not been tendered in the Tender Offer and
the expected redemption date will be June 7, 2024.
About Brandywine Realty
Trust
Brandywine Realty Trust (NYSE: BDN) is one of
the largest, publicly traded, full-service, integrated real estate
companies in the United States with a core focus in the
Philadelphia and Austin markets. Organized as a real estate
investment trust (REIT), we own, develop, lease and manage an
urban, town center and transit-oriented portfolio comprising 156
properties and 22.3 million square feet as of March 31, 2024, which
excludes assets held for sale. Our purpose is to shape, connect and
inspire the world around us through our expertise, the
relationships we foster, the communities in which we live and work,
and the history we build together.
Forward-Looking Statements
The Private Securities Litigation Reform Act of
1995 (the “1995 Act”) provides a “safe harbor” for forward-looking
statements. This press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We intend such
forward-looking statements to be covered by the safe-harbor
provisions of the 1995 Act. Such forward-looking statements
can generally be identified by our use of forward-looking
terminology such as “will,” “strategy,” “expects,” “seeks,”
“believes,” “potential,” or other similar words. Because such
statements involve known and unknown risks, uncertainties and
contingencies, actual results may differ materially from the
expectations, intentions, beliefs, plans or predictions of the
future expressed or implied by such forward-looking statements.
These forward-looking statements are based upon the current beliefs
and expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and not
within our control. Factors that might cause actual results to
differ materially from our expectations are set forth in the “Risk
Factors” section of our Annual Report on Form 10-K for the year
ended December 31, 2023. Accordingly, we caution readers not to
place undue reliance on forward-looking statements. We assume no
obligation to update or supplement forward-looking statements that
become untrue because of subsequent events.
Company / Investor Contact:Tom WirthEVP &
CFO610-832-7434 tom.wirth@bdnreit.com
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