Pricing Agreement, dated November 9, 2017, by and among Brandywine Operating Partnership, L.P. and Brandywine Realty Trust and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in the Pricing Agreement, relating to the Notes
Exhibit 1.2
EXECUTION VERSION
PRICING AGREEMENT
November 9, 2017
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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 November 9, 2017 (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, will constitute a binding agreement among 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: | /s/ Thomas E. Wirth | |
| Name: Thomas E. Wirth | ||
| Title: Chief Financial Officer | ||
| BRANDYWINE REALTY TRUST | ||
| By: | /s/ Thomas E. Wirth | |
| Name: Thomas E. Wirth | ||
| Title: Chief Financial Officer | ||
Signature Page to Pricing Agreement
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Adam D. Bordner | |
| Name: Adam D. Bordner | ||
| Title: Vice President | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Chris Porter | |
| Name: Chris Porter | ||
| Title: Managing Director Investment Banking | ||
On behalf of themselves and each of the other several Underwriters
Signature Page to Pricing Agreement
SCHEDULE I
| Underwriter | Aggregate Principal Amount of 2023 Notes to be Purchased | Aggregate Principal Amount of 2027 Notes to be Purchased | ||||||
| Citigroup Global Markets Inc. | $ | 19,000,000 | $ | 85,500,000 | ||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 19,000,000 | 85,500,000 | ||||||
| Barclays Capital Inc. | 16,500,000 | 74,250,000 | ||||||
| RBC Capital Markets, LLC | 16,500,000 | 74,250,000 | ||||||
| BMO Capital Markets Corp. | 3,000,000 | 13,500,000 | ||||||
| BNY Mellon Capital Markets, LLC | 3,000,000 | 13,500,000 | ||||||
| Capital One Securities, Inc. | 3,000,000 | 13,500,000 | ||||||
| Stifel, Nicolaus & Company, Incorporated | 3,000,000 | 13,500,000 | ||||||
| U.S. Bancorp Investments, Inc. | 3,000,000 | 13,500,000 | ||||||
| Wells Fargo Securities, LLC | 3,000,000 | 13,500,000 | ||||||
| BB&T Capital Markets, a division of BB&T Securities, LLC | 1,250,000 | 5,625,000 | ||||||
| KeyBanc Capital Markets Inc. | 1,250,000 | 5,625,000 | ||||||
| PNC Capital Markets LLC | 1,250,000 | 5,625,000 | ||||||
| Samuel A. Ramirez & Company, Inc. | 1,250,000 | 5,625,000 | ||||||
| Santander Investment Securities Inc. | 1,250,000 | 5,625,000 | ||||||
| SunTrust Robinson Humphrey, Inc. | 1,250,000 | 5,625,000 | ||||||
| Synovus Securities, Inc. | 1,250,000 | 5,625,000 | ||||||
| TD Securities (USA) LLC | 1,250,000 | 5,625,000 | ||||||
| Firstrust Savings Bank | 1,000,000 | 4,500,000 | ||||||
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| Total | $ | 100,000,000 | $ | 450,000,000 | ||||
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S-I-1
SCHEDULE II
ISSUER:
Brandywine Operating Partnership, L.P.
GUARANTOR:
Brandywine Realty Trust
TITLE OF DESIGNATED SECURITIES:
3.950% Guaranteed Notes due 2023
3.950% Guaranteed Notes due 2027
AGGREGATE PRINCIPAL AMOUNT:
In the case of the 2023 Notes: $100,000,000
In the case of the 2027 Notes: $450,000,000
PRICE TO PUBLIC:
In the case of the 2023 Notes: 102.497% of the principal amount of the Designated Securities, plus accrued interest from August 15, 2017 to November 17, 2017 and accrued interest, if any, from November 17, 2017
In the case of the 2027 Notes: 99.250% of the principal amount of the Designated Securities, plus accrued interest, if any, from November 17, 2017
PURCHASE PRICE BY UNDERWRITERS:
In the case of the 2023 Notes: 101.897% of the principal amount of the Designated Securities, plus accrued interest from August 15, 2017 to November 17, 2017 and accrued interest, if any, from November 17, 2017
In the case of the 2027 Notes: 98.600% of the principal amount of the Designated Securities, plus accrued interest, if any, from November 17, 2017
FORM OF DESIGNATED SECURITIES:
For each of the 2023 Notes and the 2027 Notes, 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), November 17, 2017
INDENTURE:
Indenture, dated as of October 22, 2004, as supplemented (the “Indenture”), among the Operating Partnership, the Parent Guarantor and The Bank of New York Mellon, as Trustee
MATURITY:
In the case of the 2023 Notes: February 15, 2023
In the case of the 2023 Notes: November 15, 2027
INTEREST RATE:
In the case of the 2023 Notes: 3.950% per annum
In the case of the 2027 Notes: 3.950% per annum
INTEREST PAYMENT DATES:
In the case of the 2023 Notes: February 15 and August 15, beginning on February 15, 2018
In the case of the 2027 Notes: May 15 and November 15, beginning on May 15, 2018
INTEREST PAYMENT RECORD DATES:
In the case of the 2023 Notes: February 1 and August 1
In the case of the 2027 Notes: May 1 and November 1
REDEMPTION PROVISIONS:
In the case of the 2023 Notes, the Operating Partnership may redeem the 2023 Notes at any time before 90 days prior to the maturity date, in whole or in part at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2023 Notes then outstanding to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of
principal and interest on the 2023 Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 35 basis points plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.
If the 2023 Notes are redeemed on or after 90 days prior to the maturity date, the Operating Partnership may redeem the notes at a redemption price equal to 100% of the principal amount of the 2023 Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.
In the case of the 2027 Notes, the Operating Partnership may redeem the 2027 Notes at any time before 90 days prior to the maturity date, in whole or in part at a redemption price equal to the greater of: (1) 100% of the principal amount of the 2027 Notes then outstanding to be redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2027 Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 25 basis points plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.
If the 2027 Notes are redeemed on or after 90 days prior to the maturity date, the Operating Partnership may redeem the notes at a redemption price equal to 100% of the principal amount of the 2027 Notes being redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.
SINKING FUND PROVISIONS:
None
CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:
None
DEFEASANCE PROVISIONS:
As set forth in the Indenture
OTHER TERMS AND CONDITIONS:
None
CLEAR MARKET PERIOD (Section 5(e) of the Underwriting Agreement):
From date hereof through November 17, 2017
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
NAMES AND ADDRESSES OF REPRESENTATIVES:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
50 Rockefeller Plaza
NY1-050-12-01
New York, New York 10020
Attention: High Grade Transaction Management/Legal
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
UNDERWRITERS’ COUNSEL:
Simpson Thacher & Bartlett LLP
INFORMATION FURNISHED TO OPERATING PARTNERSHIP OR PARENT GUARANTOR 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 Section 9(b) of the Underwriting Agreement
SCHEDULE III-A
FREE WRITING PROSPECTUSES INCLUDED IN TIME OF SALE INFORMATION
| • | Term sheet substantially in the form agreed between the Company and the Representatives on the date hereof |
SCHEDULE III-B
OTHER FREE WRITING PROSPECTUSES
| • | Net road show dated November 9, 2017 |
SCHEDULE IV
CHANGES IN BENEFICIAL INTEREST OF THE PARENT GUARANTOR
(Section 2(g) of Underwriting Agreement)
None
SCHEDULE V
SPECIFIED JOINT VENTURE SUBSIDIARIES
(Section 2(ff) of Underwriting Agreement)
Allstate DC JV
DRA Austin JV
MAP Venture
Four Tower Bridge
PJP Ventures
Brandywine 1919 Ventures
evo at Cira Centre South
4040 Wilson
51 N Street
1250 First Street Office
Seven Tower Bridge
25M Street JV
