Brandywine Realty Trust Announces Expiration of Tender Offer for the 2028 Notes

Brandywine Realty Trust (NYSE:BDN) reported that its operating partnership’s cash tender offer for up to $50,000,000 principal amount of its 7.550% guaranteed notes due 2028 has expired.

Rhea-AI Summary

Brandywine Realty Trust (NYSE:BDN) reported that its operating partnership’s cash tender offer for up to $50,000,000 principal amount of its 7.550% guaranteed notes due 2028 has expired. The offer, capped at a 2028 Series Cap of $50,000,000, ended at 5:00 p.m. New York City time on August 21, 2026.

Holders tendered $327,405,000, or approximately 93.5% of the $350,000,000 aggregate principal amount outstanding, but only $50,000,000 was accepted, representing about 14.3% of the series, subject to a proration factor of roughly 15.3%. Accepted notes will be purchased at $1,047.50 per $1,000 principal amount plus accrued interest, with settlement expected on August 25, 2026. The interest rate on the 2028 Notes has increased by 75 bps since issuance to 8.30% under coupon adjustment provisions. The separate tender offer for 8.875% notes due 2029 remains open, with its expiration extended to August 27, 2026, and the combined Aggregate Maximum Tender Amount raised to $120,000,000.

Positive

• $50,000,000 principal of 2028 Notes to be retired, or about 14.3% of the series
• Very high participation, with $327,405,000 (approximately 93.5% of 2028 Notes) tendered
• Tender price of $1,047.50 per $1,000 fixed and fully funded from cash and/or credit line
• Aggregate Maximum Tender Amount increased to $120,000,000, expanding overall liability management scope

Negative

• 2028 Notes carry a higher coupon of 8.30% after a 75 bps increase from rating downgrades
• Only $50,000,000 accepted versus $327,405,000 tendered, leaving most 2028 Notes outstanding
• Premium repurchase price of 4.75% over par ($1,047.50 per $1,000) increases near-term cash outlay

News Explained

The Operating Partnership says payment for the accepted 2028 notes will be funded with cash on hand and/or borrowings under its $600,000,000 credit line; the release does not identify the final mix of those sources.

Argus Aug 24 session 12 alerts

+4.95% close to close 1.5x rel. volume Open Argus

Details

News Market Reaction – BDN

$550.18M Market Cap

On Aug 24, the first trading day after this news, BDN closed 4.95% above the previous close. Our momentum scanner recorded 12 alerts for this stock that day.

Data tracked by StockTitan Argus for the Aug 24 session.

Key Figures

2028 Series Cap: $50,000,000 Notes Tendered: $327,405,000 Tendered Percentage: 93.5% +5 more

2028 Series Cap

$50,000,000

Maximum principal amount accepted for 2028 Notes

Notes Tendered

$327,405,000

2028 Notes validly tendered and not withdrawn

Tendered Percentage

93.5%

Of $350,000,000 aggregate 2028 Notes outstanding

Notes Accepted

$50,000,000

2028 Notes accepted for purchase, subject to proration

Retirement Percentage

14.3%

Expected percentage of 2028 Notes retired

Proration Factor

15.3%

Approximate factor applied to validly tendered 2028 Notes

Tender Consideration

$1,047.50 per $1,000

2028 Notes, plus accrued and unpaid interest

Credit Facility

$600,000,000

Line of credit available as a potential funding source

Historical Context

5 past events · Latest: Aug 21

5 events

1. Aug 21

   2029 tender extension

   24h Move

   -0.2%

   2029 tender cap increased and expiration extended; shares declined 0.17% over 24 hours.

2. Aug 17

   Tender offer launch

   24h Move

   -2.9%

   Concurrent debt tender offers launched with $100 million aggregate cap; shares declined 2.91%.

3. Jul 22

   Second-quarter earnings

   24h Move

   +0.0%

   Quarterly results included a common-shareholder loss alongside improved full-year loss guidance.

4. May 28

   Dividend announcement

   24h Move

   +1.0%

   Quarterly dividend of $0.08 per share was declared; shares rose 0.99%.

5. Apr 22

   First-quarter earnings

   24h Move

   +0.3%

   Quarterly loss and narrowed FFO guidance were reported; shares rose 0.34%.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cash tender offer, aggregate principal amount, proration factor, coupon adjustment provisions

4 terms

cash tender offer financial

"expiration of the previously announced cash tender offer"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

aggregate principal amount financial

"up to $50,000,000 in aggregate principal amount"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

proration factor financial

"subject to a proration factor of approximately 15.3%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

coupon adjustment provisions financial

"due to the coupon adjustment provisions in the 2028 Notes"

Coupon adjustment provisions are clauses in bonds, preferred shares, or convertible securities that allow the periodic interest payment (the coupon) to be increased, decreased, or reset when specified events occur—examples include changes in reference interest rates, credit ratings, tax treatment, or issuer actions. They matter to investors because they change the income stream and the security’s fair value; like a thermostat that raises or lowers heat when the room temperature changes, these provisions alter expected cash flows and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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PHILADELPHIA, Aug. 21, 2026 (GLOBE NEWSWIRE) -- Brandywine Realty Trust (NYSE:BDN) announced today the expiration of the previously announced cash tender offer (the “2028 Notes Tender Offer”) by its operating partnership, Brandywine Operating Partnership, LP (the “Operating Partnership”), for up to $50,000,000 in aggregate principal amount (the “2028 Series Cap”) of its outstanding 7.550% guaranteed notes due 2028 (the “2028 Notes”). The Operating Partnership previously announced that it had extended its cash tender offer (the “2029 Notes Tender Offer” and, together with the 2028 Notes Tender Offer, the “Tender Offers”) for its outstanding 8.875% guaranteed notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”) and increased the aggregate principal amount applicable to the 2029 Notes that it would accept (the “2029 Series Cap”) from $50,000,000 to $70,000,000, resulting in a corresponding increase in the aggregate maximum tender amount (the “Aggregate Maximum Tender Amount”) from $100,000,000 to $120,000,000. The 2028 Notes Tender Offer expired at 5:00 p.m., New York City time, on Friday, August 21, 2026 (the “2028 Notes Expiration Date”) pursuant to the Operating Partnership’s Offer to Purchase, dated August 17, 2026 (the “Offer to Purchase”). As of the 2028 Notes Expiration Date, $327,405,000 or approximately 93.5% of the $350,000,000 aggregate principal amount of the 2028 Notes had been validly tendered and not withdrawn in the 2028 Notes Tender Offer. The Operating Partnership accepted for purchase $50,000,000 of the 2028 Notes validly tendered and delivered (and not validly withdrawn) in the 2028 Notes Tender Offer at or prior to the 2028 Notes Expiration Date, subject to the 2028 Series Cap and proration. The 2029 Notes Tender Offer remains open and its expiration date has been extended to 5:00 p.m., New York City time, on August 27, 2026. Payment for the 2028 Notes purchased pursuant to the 2028 Notes Tender Offer is intended to be made on August 25, 2026 (the “2028 Notes Settlement Date”).

Certain information regarding the 2028 Notes is set forth in the table below.

Title of Notes	CUSIP Number/ISIN(2)	Aggregate Principal Amount Outstanding(3)		Aggregate Principal Amount Accepted for Purchase		Percentage of Aggregate Principal Amount Outstanding
7.550% Guaranteed Notes due March 15, 2028(1)	105340 AR4/ US105340AR47	$350,000,000		$50,000,000		14.3%

(1) As of the date of this press release, as a result of downgrades in our senior unsecured credit ratings since the date of issuance of the 2028 Notes, the interest rate on the 2028 Notes has increased an aggregate of 75 bps to 8.30% due to the coupon adjustment provisions in the 2028 Notes.

(2) No representation is made as to the correctness or accuracy of the CUSIP Numbers listed in this press release. They are provided solely for the convenience of the Holders (as defined herein) of the Notes.

(3) As of the date of this press release.

The 2028 Notes validly tendered will be subject to a proration factor of approximately 15.3%, with appropriate adjustments downward to the nearest $1,000 principal amount to avoid the purchases of the 2028 Notes in principal amounts other than in integral multiples of $1,000. Because the 2029 Notes Tender Offer remains open, no proration factor for the 2029 Notes can be determined at this time; any proration factor for the 2029 Notes will be determined following expiration of the extended 2029 Notes Tender Offer.

The consideration to be paid under the Tender Offers will be $1,047.50 per $1,000 principal amount of 2028 Notes and $1,068.75 per $1,000 principal amount of 2029 Notes (the “Tender Offer Consideration”), plus accrued and unpaid interest to, but not including, the applicable Settlement Date. Payment for the 2028 Notes accepted for purchase in the 2028 Notes Tender Offer is expected to be made on the 2028 Notes Settlement Date. The 2029 Notes Tender Offer remains open, and payment for 2029 Notes accepted for purchase is expected to be made on August 27, 2026. The Tender Offer Consideration and accrued and unpaid interest will be funded with cash on hand and/or borrowings under the $600,000,000 line of credit under the Operating Partnership’s Second Amended and Restated Credit Agreement.

It is expected that the Operating Partnership will retire approximately 14.3% of the aggregate principal amount outstanding of the 2028 Notes pursuant to the 2028 Notes Tender Offer. The results of the 2029 Notes Tender Offer, including the percentage of the 2029 Notes retired, will be announced following expiration of the extended 2029 Notes Tender Offer.

The Tender Offers were made pursuant to the Offer to Purchase. BofA Securities, Inc. acted as the Dealer Manager (as defined in the Offer to Purchase) and Citizens JMP Securities, LLC, M&T Securities, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC acted as Joint Dealer Managers for the Tender Offers. 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 Offers.

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 Philadelphia, PA and Austin, TX. Organized as a real estate investment trust (REIT), we own, develop, lease and manage an urban, town center and transit-oriented portfolio comprising 112 properties and 19.2 million square feet as of June 30, 2026. 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. For more information, please visit www.brandywinerealty.com. 

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, 2025. 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 Wirth
EVP & CFO
610-832-7434
tom.wirth@bdnreit.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Brandywine Realty Trust (BDN) announce about the 2028 Notes tender offer on August 21, 2026?

Brandywine Realty Trust announced the expiration of its operating partnership’s tender offer for 7.550% notes due 2028. According to Brandywine Realty Trust, the $50,000,000 series cap was reached, with settlement for accepted notes expected on August 25, 2026.

How many Brandywine (BDN) 2028 Notes were tendered and accepted in the August 2026 offer?

Holders tendered $327,405,000 of 2028 Notes, and $50,000,000 was accepted for purchase. According to Brandywine Realty Trust, this represents roughly 93.5% tendered and 14.3% of the $350,000,000 series retired, subject to a 15.3% proration factor.

What price is Brandywine (BDN) paying for the 7.550% 2028 Notes in the August 2026 tender?

Brandywine is paying $1,047.50 per $1,000 principal amount for the 2028 Notes. According to Brandywine Realty Trust, this Tender Offer Consideration is in addition to accrued and unpaid interest up to, but not including, the August 25, 2026 settlement date.

How did credit rating downgrades affect the interest rate on Brandywine’s 2028 Notes (BDN)?

Downgrades to Brandywine’s senior unsecured credit ratings increased the 2028 Notes coupon by 75 basis points. According to Brandywine Realty Trust, the rate rose from 7.550% to 8.30% under the notes’ coupon adjustment provisions effective as of the press release date.

What is happening with Brandywine Realty Trust’s (BDN) 2029 Notes tender offer and caps?

The 8.875% 2029 Notes tender offer remains open, with expiration extended to August 27, 2026. According to Brandywine Realty Trust, the 2029 Series Cap increased to $70,000,000 and the Aggregate Maximum Tender Amount for both series rose to $120,000,000.

How will Brandywine (BDN) fund the repurchase of its 2028 and 2029 Notes?

Brandywine plans to fund the Tender Offer Consideration and accrued interest with cash on hand and/or credit facility borrowings. According to Brandywine Realty Trust, the operating partnership has access to a $600,000,000 line of credit under its Second Amended and Restated Credit Agreement.

What proration applies to Brandywine Realty Trust’s (BDN) 2028 Notes tendered in August 2026?

The validly tendered 2028 Notes are subject to an approximate 15.3% proration factor with $1,000 minimum increments. According to Brandywine Realty Trust, purchases will be adjusted downward to the nearest $1,000 principal amount to avoid non-integral multiples of $1,000.