Brandywine Realty Trust (the “Company”) (NYSE:BDN) announced today
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 the $335,100,000
outstanding principal amount of its 4.10% Guaranteed Notes due
October 1, 2024 (the “Notes”).
Certain information regarding the Notes and the
pricing for the Tender Offer is set forth in the table below.
Title of Security |
CUSIP Number |
Principal AmountOutstanding |
U.S. TreasuryReference Security |
BloombergReference Page |
Fixed Spread |
4.10%Guaranteed NotesdueOctober 1, 2024 |
105340 AN3 |
$335,100,000 |
4.250%U.S. TreasurydueSeptember 30, 2024 |
FIT3 |
0 bps |
|
|
|
|
|
|
The “Purchase Price” offered per $1,000
principal amount of Notes validly tendered and accepted for
purchase pursuant to the Tender Offer will be determined by the
Dealer Managers referred to below in the manner described in the
Offer to Purchase (as defined below) by reference to the fixed
spread for the Notes specified above plus the yield based on the
bid-side price of the U.S. Treasury Reference Security specified
above, as quoted on the Bloomberg Bond Trader FIT3 series of pages,
at 10:00 a.m., New York City time, on April 19, 2024. Holders will
also receive in cash an amount equal to Accrued Interest (as
defined below) in addition to the Purchase Price.
The Tender Offer consists of an offer on the
terms and conditions set forth in the offer to purchase, dated
April 15, 2024 (the “Offer to Purchase”), and the related letter of
transmittal and notice of guaranteed delivery (as they may each be
amended or supplemented from time to time, the “Tender Offer
Documents”), to purchase for cash any and all of the Notes.
The Tender Offer will expire at 5:00 p.m., New
York City time, on April 19, 2024, unless extended or earlier
terminated (such time and date, as the same may be extended, the
“Expiration Date”). Holders of Notes must validly tender (including
by notice of guaranteed delivery) and not validly withdraw their
Notes prior to or at the Expiration Date to be eligible to receive
the Purchase Price.
Holders who validly tender their Notes, may
validly withdraw their tendered Notes at any time prior to the
earlier of (i) the Expiration Date, and (ii) if the Tender Offer is
extended, the 10th business day after commencement of the Tender
Offer. Notes may also be validly withdrawn at any time after the
60th business day after commencement of the Tender Offer if for any
reason the Tender Offer has not been consummated within 60-business
days after commencement of the Tender Offer.
The “Purchase Price” for each $1,000 principal
amount of Notes validly tendered and accepted for purchase pursuant
to the Tender Offer is described in the table above.
Holders will also receive accrued and unpaid
interest on 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 Notes (“Accrued
Interest”), 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. The Operating Partnership intends to fund the purchase price
for the Notes tendered in the Tender Offer with net proceeds it
received from the sale of $400,000,000 aggregate principal amount
of its 8.875% Guaranteed Notes due 2029, together with cash on
hand. Additional terms and conditions of the Tender Offer are set
forth in the Tender Offer Documents.
Holders are urged to read the Tender Offer
Documents carefully before making any decision with respect to the
Tender Offer. Copies of the Tender Offer Documents are available at
https://www.gbsc-usa.com/brandywine/ or may be obtained from Global
Bondholder Services Corporation, the Information Agent for the
Tender Offer, at (855) 654-2015 (toll-free) or (212) 430-3774
(collect). Questions regarding the Tender Offer may be directed to
the Dealer Managers for the Tender Offer, BofA Securities at (888)
292-0070 (toll-free) or (980) 388-0539 (collect) or at
debt_advisory@bofa.com, or Citigroup at (800) 558-3745 (toll-free)
or (212) 723-6016 (collect).
This press release is neither an offer to
purchase nor a solicitation to buy any of these Notes or any other
securities of the Operating Partnership nor is it a solicitation
for acceptance of the Tender Offer. The Operating Partnership is
making the Tender Offer only by, and pursuant to the terms of, the
Tender Offer Documents. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. None of Brandywine Realty Trust, the Operating
Partnership, the Dealer Managers, the Depositary or the Information
Agent makes any recommendation in connection with the Tender
Offer.
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, Austin and Washington, D.C. markets. Organized as a
real estate investment trust (REIT), we own, develop, lease and
manage an urban, town center and transit-oriented portfolio
comprising 158 properties and 22.4 million square feet as of
December 31, 2023, 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
Brandywine Realty (NYSE:BDN)
Historical Stock Chart
From Apr 2024 to May 2024
Brandywine Realty (NYSE:BDN)
Historical Stock Chart
From May 2023 to May 2024