SOURCE: Brandywine Realty Trust

October 25, 2006 17:51 ET

Brandywine Announces Intention to File Registration Statement for the Registration of 3.875% Exchangeable Guaranteed Notes Due 2026

RADNOR, PA -- (MARKET WIRE) -- October 25, 2006 -- Brandywine Realty Trust (NYSE: BDN) and its subsidiary, Brandywine Operating Partnership, L.P. (the "Operating Partnership"), have announced their intention to file an automatic shelf registration statement on Form S-3 for the resale of up to $345 million aggregate principal amount of the Operating Partnership's 3.875% Exchangeable Guaranteed Notes due 2026 ("Notes") and 2,500,000 common shares of beneficial interest of Brandywine, which common shares may be issued, under certain circumstances, upon exchange of the Notes. The Notes are unsecured and unsubordinated obligations of the Operating Partnership that were originally sold on October 4, 2006 to qualified institutional buyers in a private placement under Rule 144A of the Securities Act of 1933, as amended. The Notes are fully and unconditionally guaranteed by Brandywine. Selling security holders specified in the resale automatic shelf registration statement will be able to use the prospectus contained therein to offer and resell the securities covered by the registration statement. Neither Brandywine nor the Operating Partnership will receive any of the proceeds from the resale of the securities.

Brandywine expects to file the resale automatic shelf registration statement with the Securities and Exchange Commission on or about November 9, 2006, at which time it will become effective immediately. In order for a security holder to be included in the prospectus and the registration statement, such security holder must prepare and deliver to Brandywine a selling security holder notice and questionnaire in the form attached as an appendix to the offering memorandum relating to the offering of the Notes.

This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Brandywine Realty Trust

Brandywine Realty Trust (NYSE: BDN), with headquarters in Radnor, PA, is one of the largest full-service, completely integrated real estate companies in the United States. Organized as a real estate investment trust (REIT), Brandywine owns, manages or has ownership interest in office and industrial properties aggregating 45 million square feet.

For more information, visit Brandywine's Web site at

Forward-Looking Statements

Note: Certain statements in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements or transactions of Brandywine Realty Trust and its affiliates or industry results to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors relate to, among others, Brandywine's ability to lease vacant space and to renew or relet space under expiring leases at expected levels, the potential loss of major tenants, interest rate levels, the availability and terms of debt and equity financing, competition with other real estate companies for tenants and acquisitions, risks of real estate acquisitions, dispositions and developments, including cost overruns and construction delays, unanticipated operating costs and the effects of general and local economic and real estate conditions. Additional information or factors which could impact Brandywine and the forward-looking statements contained herein are included in Brandywine's filings with the Securities and Exchange Commission. Brandywine assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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