Brandywine accepts 34.7% of 5.75% notes in oversubscribed tender offer

By Jennifer Chiou

New York, Sept. 3 - Brandywine Realty Trust said its operating partnership, Brandywine Operating Partnership, LP, accepted $100,005,000 of tenders for its 5.75% guaranteed notes due April 1, 2012.

The company had received tenders for more than the offer cap of $100 million principal amount of its 5.75% notes at 5 p.m. ET on Aug. 19, which was the early tender date.

The accepted notes make up 34.7% of the $287.83 million of notes that was outstanding prior to the offer while the pro-rated acceptance mark came in at 72.2%.

The offer expired at 11:59 p.m. ET on Sept. 2.

The company offered to purchase up to $100 million of the 5.75% notes and its 5.625% guaranteed notes due Dec. 15, 2010. Brandywine previously said that if the offer were oversubscribed, all 5.75% notes tendered would be accepted for purchase, subject to proration, before any 5.625% notes would be purchased.

Because the principal amount of 5.75% notes tendered had already exceeded the cap by the early deadline, Brandywine previously canceled the 5.625% notes portion of the offer. All 5.625% notes tendered were to be returned.

For each $1,000 principal amount, the company offered $950 for the 5.75% notes and had been offering $970 for the 5.625% notes. The payout included a $30 early tender payment for each note tendered by the early tender date.

Holders also received accrued interest up to but excluding the payment date.

The tender offer was not conditioned on any minimum amount of notes being tendered.

The offer began on Aug. 6 along with a tender offer for the partnership's $150,151,000 of 4.5% guaranteed notes due Nov. 1, 2009. That offer expired at 5 p.m. ET on Aug. 13.

Brandywine purchased $47,601,000 principal amount, or 31.7%, of the 4.5% notes at a price of $1,004 each plus accrued interest up to but excluding the payment date, which was Aug. 14.

The notes purchased in the first offer have been canceled, and notes purchased in the second offer will be canceled also.

The offers were to be funded by a combination of available cash on hand and borrowings under the partnership's unsecured revolving credit facility.

Wells Fargo Securities (866 309-6316 or 704 715-8341) was the lead dealer manager, with Citi and Deutsche Bank Securities as co-dealer managers. Global Bondholder Services Corp. (866 540-1500 or 212 430-3774) was the information agent.

Brandywine is a real estate investment trust based in Radnor, Pa., that owns, develops and manages a primarily class A, suburban and urban office portfolio.

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