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) July 15, 1997
BRANDYWINE REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 1-9106 23-2413352
(State or other jurisdiction (Commission file (I.R.S. Employer Identification
of incorporation) number) Number)
16 Campus Boulevard, Newtown Square, Pennsylvania 19073
(Address of principal executive offices)
(610) 325-5600
(Registrant's telephone number, including area code)
Page 1 of 4 pages
Item 5. Other Events.
I. On December 2, 1996, the Company obtained an $80.0 million revolving credit
facility (the "Credit Facility"). On July 15, 1997, the Company increased the
amount available for borrowing under the Credit Facility to up to $150.0
million. The lenders under the Credit Facility currently consist of NationsBank,
N.A., Smith Barney Mortgage Capital Group, Inc., Mellon Bank, N.A., The First
National Bank of Chicago, PNC Bank, National Association, Signet Bank and Summit
Bank, N.A. The Credit Facility bears interest at a per annum floating rate equal
to the 30, 60 or 90-day LIBOR, plus 175 basis points. The Credit Facility
requires monthly payments of interest only, with all outstanding advances and
all accrued but unpaid interest due December 1, 1998. The Credit Facility is a
recourse obligation of the Company and its subsidiaries, secured by, among other
things, cross-collateralized and cross-defaulted first mortgage liens on 61 of
the properties owned by the Company and its subsidiaries. Upon consummation of
the increase in the Credit Facility, the Company repaid all amounts outstanding,
together with accrued interest, under a $70.0 million secured credit facility
that the Company obtained on May 30, 1997 and which was scheduled to mature on
July 30, 1997. A commitment fee equal to $385,000 was paid to the lenders at the
closing of the increase. In addition, a fee of 0.25% per annum on the unused
amount of the Credit Facility is payable quarterly in arrears. An annual fee of
$35,000 is payable to NationsBank, N.A. for administration of the Credit
Facility. The Credit Facility includes loan to value, minimum debt service
coverage, fixed charge, net worth ratios and other financial covenants and
tests, minimum occupancy requirements and requires prepayment premiums in
certain instances.
Subject to detailed terms, conditions and limitations contained in the
Credit Facility documents, proceeds of the Credit Facility will be available (i)
to refinance properties from time to time added to the collateral pool of the
Credit Facility, (ii) to finance the acquisition of additional properties, (iii)
to finance the acquisition and development of unimproved land, (iv) to finance
the renovation of and capital improvements required at properties of the Company
and its subsidiaries (whether or not part of the collateral pool for the Credit
Facility), (v) general trust, corporate and partnership purposes of the Company
and its subsidiaries, and (vi) for the issuance of letters of credit (as
described below); provided that the principal balance outstanding under the
Credit Facility for renovation and capital improvements and general trust,
corporate and partnership purposes and the amount available for draw under
outstanding letters of credit issued under the Credit Facility shall at no time
exceed $10 million in the aggregate, and provided further that the aggregate
principal balance outstanding under the Credit Facility, and the aggregate
amount available for draw under such outstanding letters of credit, shall at no
time exceed the maximum amount available under the Credit Facility from time to
time.
The Credit Facility provides a mechanism for the issuance of letters of
credit on behalf of the Company and its subsidiaries, subject to the limitation,
among others, that each such credit shall be in an amount not less than
$100,000, and subject to the further
limitation, among others, that at no time during the term of the Credit Facility
shall there be more than five (5) letters of credit in the aggregate then
outstanding. The amount available for draw under outstanding letters of credit
may at no time exceed $10 million. The Credit Facility requires that all letter
of credit fees are to be paid in full on the date of issuance.
The Credit Facility contains provisions limiting the amount of other
secured and unsecured debt maintained by the Company and its subsidiaries from
time to time.
The Credit Facility contains detailed provisions regarding compliance with
environmental laws. The Company and several of its subsidiaries have also
delivered to the co-lenders a certain Hazardous Material Guaranty and
Indemnification Agreement with respect to properties constituting collateral for
the Credit Facility.
II. On July 22, 1997, the Company and Brandywine Operating Partnership, L.P.
entered into an Underwriting Agreement (the "Underwriting Agreement") with Smith
Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Legg Mason
Wood Walker, Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively, the "Underwriters") pursuant to which the Company agreed to sell
to the Underwriters an aggregate of 10,000,000 common shares of beneficial
interest, $.01 par value per share (the "Common Shares"). In addition, the
Company granted the Underwriters an option to purchase up to an additional
1,500,000 Common shares solely to cover over-allotments, if any. The Common
Shares are to be sold pursuant to the Underwriting Agreement at a price to the
public of $20.75 per share ($19.66 after reduction for underwriting discounts
and commissions). Such net proceeds, less expenses estimated at $350,000, will
be contributed by the Company to the Operating Partnership, which will use such
contribution to repay borrowings under the Company's revolving Credit Facility,
and for working capital purposes. Closing of the offering of Common Shares
pursuant to the Underwriting Agreement is subject to customary closing
conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement among the Company, Brandywine Operating Partnership,
L.P., Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities Corporation,
Legg Mason Wood Walker, Incorporated and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
10.1 First Amendment to Revolving Credit Facility Agreement and Other Credit
Facility Documents dated as of July 15, 1997, and related exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRANDYWINE REALTY TRUST
Date: July 23, 1997 By: /s/ Gerard H. Sweeney
--------------------------------
Title: President and Chief Executive
Officer