Pricing Agreement

EX-1.2 3 w34074exv1w2.htm PRICING AGREEMENT exv1w2
 

EXHIBIT 1.2
EXECUTION COPY
PRICING AGREEMENT
April 24, 2007
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
          Brandywine Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 24, 2007 (the “Underwriting Agreement”), among the Operating Partnership, Brandywine Realty Trust, a Maryland real estate investment trust and sole general partner and a limited partner of the Operating Partnership (the “Parent Guarantor”) and you, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Preliminary Prospectus and the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Preliminary Prospectus and the Prospectus, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Preliminary Prospectus and the Prospectus relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the addresses of the Representatives referred to in such Section 13 are set forth in Schedule II hereto.
          An amendment to the Registration Statement, or a prospectus supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
          Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Operating Partnership and the Parent Guarantor agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Operating Partnership and the Parent Guarantor, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the

 


 

principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
[Signature pages on following pages]

 


 

          If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Operating Partnership and the Parent Guarantor.
             
    Very truly yours,    
 
           
    BRANDYWINE OPERATING PARTNERSHIP, L.P.    
 
           
    By: Brandywine Realty Trust, its General Partner    
 
           
 
  By:
Name:
Title:
  /s/ Howard M. Sipzner
 
Howard M. Sipzner
Executive Vice President and Chief Financial
Officer
   
 
           
    BRANDYWINE REALTY TRUST    
 
           
 
  By:   /s/ Howard M. Sipzner    
 
           
 
  Name:
Title:
  Howard M. Sipzner
Executive Vice President and Chief Financial
Officer
   

 


 

         
J.P. MORGAN SECURITIES INC.    
 
       
By:
Name:
Title:
  /s/ Maria Sramek
 
Maria Sramek
Executive Director
   
 
       
BANC OF AMERICA SECURITIES LLC    
 
       
By:
Name:
Title:
  /s/ Peter J. Carbone
 
Peter J. Carbone
Vice President
   
 
       
WACHOVIA CAPITAL MARKETS, LLC    
 
       
By:
Name:
  /s/ Teresa Hee
 
Terese Hee
   
Title:
  Managing Director    
On behalf of themselves and each of the other several Underwriters

 


 

SCHEDULE I
         
    Principal Amount  
    of Designated  
    Securities  
Underwriter   to be Purchased  
J.P. Morgan Securities Inc.
  $ 88,000,000  
Banc of America Securities LLC
    88,000,000  
Wachovia Capital Markets, LLC
    88,000,000  
BMO Capital Markets Corp.
    4,500,000  
BNY Capital Markets Inc.
    4,500,000  
Citigroup Global Markets, Inc.
    4,500,000  
Deutsche Bank Securities Inc.
    4,500,000  
Greenwich Capital Markets, Inc.
    4,500,000  
Morgan Keegan & Company, Inc.
    4,500,000  
Piper Jaffrey & Co.
    4,500,000  
RBC Capital Markets Corporation
    4,500,000  
 
     
Total
  $ 300,000,000  
 
     

 


 

SCHEDULE II
     
TITLE OF DESIGNATED SECURITIES:
 
   
 
  5.70% Guaranteed Notes due 2017
 
   
AGGREGATE PRINCIPAL AMOUNT:
 
   
 
  $300,000,000
 
   
PRICE TO PUBLIC:
 
   
 
  99.834% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 30, 2007
 
   
PURCHASE PRICE BY UNDERWRITERS:
 
   
 
  99.184% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 30, 2007
 
   
FORM OF DESIGNATED SECURITIES:
 
   
 
  Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.
 
   
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
 
   
 
  Federal or other same day funds
 
   
TIME OF DELIVERY:
 
   
 
  9:30 a.m. (New York City time), April 30, 2007
 
   
INDENTURE:
 
   
 
  Indenture, dated as of October 22, 2004, as amended and/or supplemented (the “Indenture”), among the Operating Partnership, the Parent Guarantor and The Bank of New York, as Trustee
 
   
MATURITY:
 
   
 
  May 1, 2017

 


 

     
INTEREST RATE:
 
   
 
  5.70% per annum
 
   
INTEREST PAYMENT DATES:
 
   
 
  May 1 and November 1, beginning on November 1, 2007
 
   
INTEREST PAYMENT RECORD DATES:
 
   
 
  April 15 and October 15, beginning on October 15, 2007
 
   
REDEMPTION PROVISIONS:
          The Operating Partnership may redeem some or all of the notes at any time at a redemption price equal to the sum of (1) the aggregate principal amount of the notes redeemed, (2) accrued, but unpaid interest, if any, to the redemption date and (3) the applicable Make-Whole Amount (as to be defined in “Description of the Notes and the Guarantee — Optional Redemption” in the Prospectus Supplement).
     
SINKING FUND PROVISIONS:
 
   
 
  None
 
   
CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:
 
   
 
  None
 
   
DEFEASANCE PROVISIONS:
 
   
 
  As set forth in the Indenture.
 
   
GUARANTOR:
 
   
 
  Brandywine Realty Trust.
 
   
OTHER TERMS AND CONDITIONS:
 
   
 
  None
 
   
CLEAR MARKET PERIOD (Section 5(e) of the Underwriting Agreement):
 
   
 
  From date hereof through April 30, 2007.

 


 

     
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
 
   
 
  Simpson Thacher & Bartlett LLP
 
  425 Lexington Avenue
 
  New York, New York 10017
 
   
NAMES AND ADDRESSES OF REPRESENTATIVES:
 
   
 
  J.P. Morgan Securities Inc.
 
  270 Park Avenue
 
  New York, New York 10017
 
   
 
  Banc of America Securities LLC
 
  214 North Tryon Street
 
  Charlotte, North Carolina 28255
 
   
 
  Wachovia Capital Markets, LLC
 
  301 South College Street
 
  Charlotte, North Carolina 28288
 
   
UNDERWRITERS’ COUNSEL:
 
   
 
  Simpson Thacher & Bartlett LLP
 
   
LIST OF FREE WRITING PROSPECTUSES
 
  (Section 2(e) of the Underwriting Agreement):
          Final term sheet dated April 24, 2007 relating to the Designated Securities (substantially consistent with form of term sheet comprising Annex II to the Underwriting Agreement)
     
INFORMATION FURNISHED TO OPERATING
 
  PARTNERSHIP IN WRITING BY THE
 
  UNDERWRITERS THROUGH THE
 
  REPRESENTATIVES EXPRESSLY FOR
 
  INCLUSION IN PROSPECTUS, TIME OF
 
  SALE INFORMATION OR OTHER
 
  DOCUMENTS (Sections 2 and 9 of the
 
  Underwriting Agreement):
          As set forth in a letter delivered by the Representatives at the Time of Delivery

 


 

SCHEDULE III
CHANGES IN BENEFICIAL INTEREST OF THE PARENT GUARANTOR
(Section 2(g) of Underwriting Agreement)
None

 


 

SCHEDULE IV
CONSOLIDATED SUBSIDIARIES OF THE PARENT GUARANTOR WITH DIVIDEND
PAYMENT RESTRICTIONS
(Section 2(ff) of Underwriting Agreement)
Four Tower Bridge Associates
Six Tower Bridge Associates
POI — Corporate Lakes III Trust
Coppel Associates
One Rockledge Associates Limited Partnership