Brandywine Realty Trust Announces Expiration of Tender Offer for the 2029 Notes

Brandywine Realty Trust (NYSE:BDN) reported that the cash tender offer by Brandywine Operating Partnership for its 8.875% guaranteed notes due 2029 has expired.

Rhea-AI Summary

Brandywine Realty Trust (NYSE:BDN) reported that the cash tender offer by Brandywine Operating Partnership for its 8.875% guaranteed notes due 2029 has expired. The offer, capped at $70,000,000 aggregate principal (the 2029 Series Cap), expired at 5:00 p.m. New York City time on August 25, 2026.

According to Brandywine, holders tendered $275,696,000, or approximately 50.1%, of the $550,000,000 aggregate principal amount outstanding. The Operating Partnership accepted $70,000,000 of notes for purchase, equal to 12.7% of the principal outstanding, subject to a proration factor of about 25.5%. Holders whose notes are accepted will receive $1,068.75 per $1,000 principal plus accrued interest, with settlement expected on August 27, 2026, funded from cash on hand and/or borrowings under a $600,000,000 credit line.

Positive

• $70,000,000 of 8.875% 2029 notes accepted for purchase, or 12.7% of outstanding principal
• Strong holder participation with $275,696,000 (about 50.1%) of the 2029 notes tendered
• Tender price set at $1,068.75 per $1,000 principal plus accrued interest
• Funding flexibility using cash on hand and/or $600,000,000 credit facility

Negative

• Only $70,000,000 accepted versus $275,696,000 tendered, limiting total note reduction
• Proration factor of approximately 25.5% means many tendering holders were only partially filled

Argus Aug 26 session 1 alert

-1.83% close to close 0.9x rel. volume Open Argus

Details

News Market Reaction – BDN

$539.85M Market Cap

On Aug 26, the day this news came out, BDN closed 1.83% below the previous close.

Data tracked by StockTitan Argus for the Aug 26 session.

Key Figures

Tender Offer Cap: $70,000,000 Notes Tendered: $275,696,000 Tendered Percentage: 50.1% +5 more

Tender Offer Cap

$70,000,000

2029 Notes Tender Offer

Notes Tendered

$275,696,000

As of August 25, 2026 expiration

Tendered Percentage

50.1%

Of $550,000,000 aggregate principal amount outstanding

Notes Accepted

$70,000,000

Subject to the 2029 Series Cap and proration

Settlement Date

August 27, 2026

Intended payment date for purchased notes

Proration Factor

25.5%

Applied to validly tendered 2029 Notes

Tender Consideration

$1,068.75 per $1,000

Plus accrued and unpaid interest

Credit Facility

$600,000,000

Potential borrowing source for tender consideration

Historical Context

5 past events · Latest: Aug 21

5 events

1. Aug 21

   2028 notes expiration

   24h Move

   +5.0%

   Expiration of tender offer with notes accepted for purchase subject to the series cap

2. Aug 21

   2029 notes extension

   24h Move

   -0.2%

   Tender-offer cap increased and expiration extended for outstanding 2029 notes

3. Aug 17

   Tender offer launch

   24h Move

   -2.9%

   Concurrent cash tender offers launched for outstanding guaranteed notes due 2028 and 2029

4. Jul 22

   Second-quarter earnings

   24h Move

   +0.0%

   Quarterly results included a net loss, operating metrics, asset sales, and updated guidance

5. May 28

   Quarterly dividend declaration

   24h Move

   +1.0%

   Quarterly cash dividend declared and second-quarter earnings release date confirmed

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, accrued and unpaid interest

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 $70,000,000 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 25.5%"

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.

accrued and unpaid interest financial

"plus accrued and unpaid interest to, but not including, the Settlement Date"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

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

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PHILADELPHIA, Aug. 26, 2026 (GLOBE NEWSWIRE) -- Brandywine Realty Trust (NYSE:BDN) announced today the expiration of the previously announced cash tender offer (the “2029 Notes Tender Offer”) by its operating partnership, Brandywine Operating Partnership, LP (the “Operating Partnership”), for up to $70,000,000 in aggregate principal amount (the “2029 Series Cap”) of its outstanding 8.875% guaranteed notes due 2029 (the “2029 Notes”). The Operating Partnership previously announced that it had extended the 2029 Notes Tender Offer for the 2029 Notes. The 2029 Notes Tender Offer expired at 5:00 p.m., New York City time, on Tuesday, August 25, 2026 (the “2029 Notes Expiration Date”) pursuant to the Operating Partnership’s Offer to Purchase, dated August 17, 2026 (the “Offer to Purchase”). As of the 2029 Notes Expiration Date, $275,696,000 or approximately 50.1% of the $550,000,000 aggregate principal amount of the 2029 Notes had been validly tendered and not withdrawn in the 2029 Notes Tender Offer. The Operating Partnership accepted for purchase $70,000,000 of the 2029 Notes validly tendered and delivered (and not validly withdrawn) in the 2029 Notes Tender Offer at or prior to the 2029 Notes Expiration Date, subject to the 2029 Series Cap and proration. Payment for the 2029 Notes purchased pursuant to the 2029 Notes Tender Offer is intended to be made on August 27, 2026 (the “2029 Notes Settlement Date”).

Certain information regarding the 2029 Notes is set forth in the table below.

	Title of Notes		CUSIP Number/ISIN(1)	Aggregate Principal Amount Outstanding(2)		Aggregate Principal Amount Accepted for Purchase		Percentage of Aggregate Principal Amount Outstanding
8.875% Guaranteed Notes due April 12, 2029			105340 AS2/ US105340AS20	$550,000,000		$70,000,000		12.7%
(1)	No representation is made as to the correctness or accuracy of the CUSIP Number listed in this press release. It is provided solely for the convenience of the Holders (as defined herein) of the 2029 Notes.
(2)	As of the date of this press release.

The 2029 Notes validly tendered will be subject to a proration factor of approximately 25.5%, with appropriate adjustments downward to the nearest $1,000 principal amount to avoid the purchases of the 2029 Notes in principal amounts other than in integral multiples of $1,000.

The consideration to be paid under the 2029 Notes Tender Offer will be $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 Settlement Date. Payment for the 2029 Notes accepted for purchase in the 2029 Notes Tender Offer is expected to be made on the 2029 Notes Settlement Date. 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 12.7% of the aggregate principal amount outstanding of the 2029 Notes pursuant to the 2029 Notes Tender Offer.

The 2029 Notes Tender Offer was 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 2029 Notes Tender Offer. This press release is neither an offer to purchase nor a solicitation to buy any of the 2029 Notes nor is it a solicitation for acceptance of the 2029 Notes 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 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 (NYSE:BDN) announce about its 2029 notes tender offer on August 26, 2026?

Brandywine Realty Trust announced the expiration of its operating partnership’s cash tender offer for 8.875% guaranteed notes due 2029. According to Brandywine, the offer had a series cap of $70,000,000 in aggregate principal and expired on August 25, 2026, at 5:00 p.m. New York City time.

How many Brandywine (BDN) 8.875% 2029 notes were tendered and accepted in the 2026 offer?

Holders tendered $275,696,000 of Brandywine’s 8.875% 2029 notes, about 50.1% of the $550,000,000 outstanding. According to Brandywine, the operating partnership accepted $70,000,000 for purchase, representing approximately 12.7% of the aggregate principal amount outstanding.

What price will Brandywine (BDN) pay per $1,000 principal in the 2029 notes tender offer settlement?

Brandywine’s operating partnership will pay $1,068.75 per $1,000 principal amount of 2029 notes accepted. According to Brandywine, this tender offer consideration is in addition to accrued and unpaid interest up to, but not including, the August 27, 2026 settlement date.

What is the proration factor applied in Brandywine Realty Trust’s 2029 notes tender offer?

The validly tendered 2029 notes are subject to a proration factor of approximately 25.5%. According to Brandywine, this proration is adjusted downward to the nearest $1,000 principal so that purchases occur only in integral multiples of $1,000 principal amount.

When is the settlement date for Brandywine (BDN) 8.875% 2029 notes tender offer and how will it be funded?

The settlement date for accepted 8.875% 2029 notes is expected to be August 27, 2026. According to Brandywine, payment of the tender offer consideration and accrued interest will be funded with cash on hand and/or borrowings under a $600,000,000 credit line.

What percentage of Brandywine’s 8.875% 2029 notes will be retired following the tender offer?

Brandywine expects to retire approximately 12.7% of the aggregate principal amount of its 8.875% 2029 notes. According to Brandywine, this corresponds to $70,000,000 accepted for purchase out of $550,000,000 aggregate principal outstanding as of the press release date.

Which firms acted as dealer managers for Brandywine Realty Trust’s 2029 notes tender offer?

BofA Securities acted as dealer manager for Brandywine’s 2029 notes tender offer. According to Brandywine, Citizens JMP Securities, M&T Securities, Truist Securities, and Wells Fargo Securities served as joint dealer managers for the cash tender offer by the operating partnership.