Brandywine Operating Partnership and Brandywine Realty Trust’s $550 Million Debt Offering and Tender Offer


Simpson Thacher represented Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other underwriters in connection with a $550 million offering of debt securities by Brandywine Operating Partnership, L.P. (“Brandywine”).

The securities are guaranteed by Brandywine Realty Trust, the parent company of Brandywine. Brandywine offered and sold $100 million in aggregate principal amount of its 3.95% Guaranteed Notes due 2023 and $450 million in aggregate principal amount of its 3.95% Guaranteed Notes due 2027. The net proceeds from the offering were used to pay a portion of the purchase price for the securities subject to the concurrent tender offer by Brandywine and for general corporate purposes.

The Firm also represented Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as dealer managers for Brandywine’s tender offer to purchase for cash any and all of its 4.95% Guaranteed Notes due 2018.

Brandywine is one of the largest publicly traded real estate companies in the United States, with a portfolio comprising 190 properties and 26 million feet as of September 30, 2017.

The Simpson Thacher team included John D. Lobrano (Picture), Mark Brod, Clark Warthen and Jessica Jeong (Capital Markets); Katharine Moir (Tax); and Jennie Getsin (Blue Sky).

Involved fees earner: John Lobrano – Simpson Thacher & Bartlett; Mark Brod – Simpson Thacher & Bartlett; Charles Clark Warthen – Simpson Thacher & Bartlett; Katharine Moir – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Citigroup Global Markets Ltd; Merrill Lynch, Pierce, Fenner & Smith Incorporated;