Brandywine Realty Trust Announces Upsize and Extension of Expiration of the Previously Announced Tender Offer for the 2029 Notes
Rhea-AI Summary
Brandywine Realty Trust (NYSE:BDN) announced that its operating partnership increased the series cap for its cash tender offer for outstanding 8.875% guaranteed notes due 2029 from $50,000,000 to $70,000,000, out of $550,000,000 aggregate principal outstanding.
The expiration of the 2029 Notes tender offer was extended from 5:00 p.m. New York City time on August 21, 2026 to 5:00 p.m. on August 25, 2026. Holders whose notes are accepted will receive $1,068.75 per $1,000 principal plus accrued interest, with settlement anticipated on August 27, 2026. The offer will be funded using cash on hand and/or borrowings under the Operating Partnership’s $600,000,000 credit facility.
Positive
- 2029 Series Cap increased from $50,000,000 to $70,000,000
- Tender consideration set at $1,068.75 per $1,000 principal for 2029 Notes
- Potential repurchase of up to $70,000,000 of 8.875% notes due 2029
Negative
- Tender offer subject to conditions and may be terminated before the Expiration Date
- Proration risk if tenders exceed the $70,000,000 2029 Series Cap, limiting amounts purchased per holder
News Explained
The $70 million figure is a purchase ceiling; actual debt retired remains unsettled until tenders are accepted and paid.
The Operating Partnership’s tender offer remains open, and its
If valid tenders exceed the cap, the notes accepted for purchase may be prorated, so the amount ultimately repurchased can be below
The offer is subject to conditions that may be satisfied or waived, and the Operating Partnership may terminate it before the
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 17 | Cash tender offers | Positive | -2.9% | Launched concurrent cash tender offers for notes due 2028 and 2029. |
| Jul 22 | Second-quarter earnings | Neutral | +0.0% | Reported quarterly losses alongside asset sales, refinancing, and updated guidance. |
| May 28 | Dividend and scheduling | Positive | +1.0% | Declared a quarterly dividend and scheduled second-quarter earnings reporting. |
| Apr 22 | First-quarter earnings | Positive | +0.3% | Reported first-quarter results and narrowed full-year FFO guidance. |
| Feb 26 | Conference presentation | Neutral | -1.9% | Announced participation in a property-sector conference roundtable. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
BDN's recent news reactions were mixed, with the prior tender-offer announcement followed by a negative reaction while several earnings-related releases produced little movement.
Key Terms
cash tender offer financial
accrued interest financial
proration financial
withdrawal deadline financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
PHILADELPHIA, Aug. 21, 2026 (GLOBE NEWSWIRE) -- Brandywine Realty Trust (NYSE:BDN) announced today a
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) | Series Cap(3) | Tender Offer Consideration(4) | |||
| 105340 AS2/ US105340AS20 | |||||||
| (1 | ) | 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. |
| (2 | ) | As of the date of this press release. |
| (3 | ) | The 2029 Series Cap represents the maximum aggregate principal amount of the 2029 Notes that may be purchased pursuant to the 2029 Notes Tender Offer. The Operating Partnership reserves the right, but is under no obligation, to further increase or decrease the Aggregate Maximum Tender Amount and/or the 2029 Series Cap at any time, without extending the Withdrawal Deadline (as defined herein) for the 2029 Notes Tender Offer or otherwise reinstating withdrawal or revocation rights of Holders, subject to applicable law, which could result in the Operating Partnership purchasing a greater or lesser aggregate principal amount of the 2029 Notes in the 2029 Notes Tender Offer. There can be no assurance that the Operating Partnership will exercise its right to further increase or decrease the Aggregate Maximum Tender Amount and/or the 2029 Series Cap. If the Operating Partnership increases or decreases the Aggregate Maximum Tender Amount and/or the 2029 Series Cap, the Operating Partnership reserves the right to extend the Expiration Date. |
| (4 | ) | Per |
The 2029 Notes Tender Offer consists of an offer on the terms and conditions set forth in the Offer to Purchase. The 2029 Notes Tender Offer is open to all registered holders (the “Holders”) of the 2029 Notes. The 2029 Notes Tender Offer is not conditioned upon any minimum aggregate principal amount of the 2029 Notes being tendered. The Operating Partnership will only accept for purchase the 2029 Notes up to an aggregate principal amount that will not exceed the 2029 Series Cap. The Operating Partnership reserves the right, but is under no obligation, to further increase or decrease the 2029 Series Cap at any time without extending the Withdrawal Deadline for the 2029 Notes Tender Offer or otherwise reinstating withdrawal or revocation rights of Holders, subject to applicable law, which could result in the Operating Partnership purchasing a greater or lesser aggregate principal amount of the 2029 Notes in the 2029 Notes Tender Offer.
Holders of the 2029 Notes must validly tender and not validly withdraw their 2029 Notes prior to or at the Expiration Date to be eligible to receive the applicable Tender Offer Consideration (as defined in the Offer to Purchase) and the Accrued Interest. Holders will receive the Tender Offer Consideration, as set forth in the table above, per
The 2029 Notes may be subject to proration if the aggregate principal amount of the 2029 Notes validly tendered and not validly withdrawn would cause the 2029 Series Cap to be exceeded. If proration of the tendered 2029 Notes is required, the Operating Partnership will determine the final proration factor as soon as practicable after the Expiration Date.
Holders who validly tender their 2029 Notes, may validly withdraw their tendered 2029 Notes at any time (a) at or prior to the earlier of (i) the Expiration Date, and (ii) if the 2029 Notes Tender Offer is extended, the 10th business day after commencement of the 2029 Notes Tender Offer or (b) at any time after the 60th business day after commencement of the 2029 Notes Tender Offer if for any reason the 2029 Notes Tender Offer has not been consummated within 60-business days after commencement of the 2029 Notes Tender Offer (the “Withdrawal Deadline”).
Holders will also receive accrued and unpaid interest on the 2029 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Operating Partnership initially makes payment for such 2029 Notes (“Accrued Interest”), which date is anticipated to be August 27, 2026 (the “Settlement Date”). The Operating Partnership intends to fund the Tender Offer Consideration for the 2029 Notes tendered in the 2029 Notes Tender Offer with cash on hand and/or borrowings under the
The 2029 Notes Tender Offer is subject to the satisfaction or waiver of certain conditions, and the Operating Partnership expressly reserves its right, subject to applicable law, to terminate the 2029 Notes Tender Offer at any time prior to the Expiration Date.
Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the 2029 Notes Tender Offer. A copy of the Offer to Purchase is 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) or at contact@gbsc-usa.com. In connection with the 2029 Notes Tender Offer, the Operating Partnership has retained BofA Securities, Inc. to act as 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 to act as Joint Dealer Managers. Questions regarding the 2029 Notes Tender Offer may be directed to the Dealer Manager for the Tender Offer, BofA Securities, Inc. at (888) 292-0070 (toll-free) or (646) 743-2120 (collect) or at debt_advisory@bofa.com.
This press release is neither an offer to purchase nor a solicitation to buy any of the 2029 Notes or any other securities of the Operating Partnership nor is it a solicitation for acceptance of the 2029 Notes Tender Offer. The Operating Partnership is making the 2029 Notes Tender Offer only by, and pursuant to the terms of, the Offer to Purchase. The 2029 Notes 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 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
