Exhibit 99.1
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![LOGO](https://capedge.com/proxy/8-K/0001193125-24-095613/g820119g0414080524312.jpg) | | | | Company / Investor Contact: Tom Wirth EVP & CFO 610-832-7434 tom.wirth@bdnreit.com |
Brandywine Realty Trust Announces Tender Offer for Any and All
of its Outstanding 4.10% Guaranteed Notes due 2024
PHILADELPHIA, PA, April 15, 2024 — 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.
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Title of Security | | CUSIP Number | | Aggregate Principal Amount Outstanding | | U.S. Treasury Reference Security | | Bloomberg Reference Page | | Fixed Spread |
4.10% Guaranteed Notes due October 1, 2024 | | 105340 AN3 | | $335,100,000 | | 4.250% U.S. Treasury due September 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
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2929 Arch Street, Suite 1800, Philadelphia, PA 19104 | | Phone: (610) 325-5600 • Fax: (610) 325-5622 |