UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2019
BRANDYWINE REALTY TRUST
BRANDYWINE OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in charter)
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| Maryland | | | | 001-9106 | | | | 23-2413352 |
| (Brandywine Realty Trust) | | | | | | |
| Delaware | | | | 000-24407 | | | | 23-2862640 |
| (Brandywine Operating Partnership, L.P.) | | | | | | |
(State or Other Jurisdiction of Incorporation
or Organization) | | | | (Commission file number) | | | | (I.R.S. Employer Identification Number) |
2929 Walnut Street
Suite 1700
Philadelphia, PA 19104
(Address of principal executive offices) (Zip Code)
(610) 325-5600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares of Beneficial Interest | | BDN | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Brandywine Realty Trust:
Emerging growth company ☐
Brandywine Operating Partnership, L.P.:
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Brandywine Realty Trust: ☐
Brandywine Operating Partnership, L.P.: ☐
Item 8.01 Other Events
On February 22, 2019, Brandywine Realty Trust and its operating partnership, Brandywine Operating Partnership, L.P. (together with their consolidated subsidiaries, collectively, the “Company”) filed the combined annual reports on Form 10-K for the year ended December 31, 2018 (the "2018 Form 10-K"). On August 6, 2019, the Company filed the combined quarterly reports on Form 10-Q for the period ended June 30, 2019 (the “June 30, 2019 Form 10-Q”).
The Company is filing this Current Report on Form 8-K to reflect the correction of historical financial information presented in the 2018 Form 10-K and historical financial information as of September 30, 2018 and for the three and six months then ended. Refer to the June 30, 2019 Form 10-Q for the correction of certain historical information as of December 2018, as of and for the three and six month periods ended June 30, 2018, and for the three months ended March 31, 2019.
Item 9.01. Financial Statements and Exhibits
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| | |
| Exhibit | | Description |
| 99.1 | | |
| 101 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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BRANDYWINE REALTY TRUST | |
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| | By: | /s/ Thomas E. Wirth | |
| | | Thomas E. Wirth | |
| | | Executive Vice President and | |
| | | Chief Financial Officer | |
| | | | |
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BRANDYWINE OPERATING PARTNERSHIP, L.P. | |
| | | | |
| | BY: | BRANDYWINE REALTY TRUST, ITS GENERAL PARTNER |
| | | | |
| | BY: | /s/ Thomas E. Wirth | |
| | | Thomas E. Wirth | |
| | | Executive Vice President and | |
| | | Chief Financial Officer | |
Date: October 3, 2019
