8-K

UNITED STATES
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): May 28, 2009

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

Maryland (Brandywine Realty Trust)	001-9106	23-2413352
Delaware (Brandywine Operating Partnership, L.P.)	000-24407	23-2862640
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

555 East Lancaster Avenue, Suite 100
Radnor, PA 19087
(Address of principal executive offices)

(610) 325-5600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On May 28, 2009, Brandywine Realty Trust (the “General Partner”), the sole general partner of Brandywine Operating Partnership, L.P. (the “Operating Partnership”), announced that the Operating Partnership has accepted for purchase $34.5 million principal amount of the Operating Partnership’s outstanding 5.625% Guaranteed Notes due December 15, 2010 (collectively, the “Notes”), all of which were validly tendered pursuant to the Operating Partnership’s previously announced cash tender offer for the Notes (the “Tender Offer”) and not withdrawn at or prior to the Expiration Time (as defined below). The Notes accepted for purchase represent approximately 13.9% of the $249.1 million aggregate principal amount of Notes outstanding immediately prior to the Tender Offer and 34.5% of the $100.0 million maximum principal amount (the “Tender Cap”) stipulated in the Tender Offer. The Tender Offer expired at 11:59 p.m., New York City time, on Wednesday, May 27, 2009 (the “Expiration Time”). Payment for Notes purchased pursuant to the Tender Offer was made on Thursday, May 28, 2009 (the “Payment Date”).

     The consideration paid for Notes accepted for payment is $930 per $1,000 principal amount of Notes, plus accrued and unpaid interest on such Notes to, but not including, the Payment Date. The aggregate consideration for Notes accepted for payment, including accrued and unpaid interest thereon, was approximately $33.0 million. Payment for Notes tendered was funded from borrowings under the Company’s unsecured revolving credit facility and the associated Notes have been retired. Following the completion of the Tender, $214.6 million of the Notes are outstanding.

     The Tender Offer was made pursuant to the Operating Partnership’s Offer to Purchase dated April 29, 2009 and the related Letter of Transmittal.

     Wachovia Securities acted as Lead Dealer Manager in connection with the Tender Offer. RBS and BNY Mellon Capital Markets, LLC served as Co-Dealer Managers for the Tender Offer.

     A copy of the General Partner’s press release announcing the completion of the Tender Offer is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated May 28, 2009

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Brandywine Realty Trust
	By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Executive Vice President and Chief Financial Officer
By:	Brandywine Operating Partnership, L.P.
	By:	Brandywine Realty Trust, its General Partner
	By:	/s/ Howard M. Sipzner
		Howard M. Sipzner Executive Vice President and Chief Financial Officer

Date: May 28, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Brandywine Realty Trust, dated May 28, 2009

EX-99.1

Exhibit 99.1

Investor/Press Contact:       Marge Boccuti			Company Contact:       Howard M. Sipzner
	Manager, Investor Relations			EVP & CFO
	Brandywine Realty Trust			Brandywine Realty Trust
	610-832-7702			610-832-4907
	marge.boccuti@bdnreit.com			howard.sipzner@bdnreit.com

Brandywine Realty Trust Announces Completion of Tender Offer by
Brandywine Operating Partnership LP for its 5.625% Notes due 2010

RADNOR, PA, May 28, 2009 — Brandywine Realty Trust (NYSE: BDN) announced today that its operating partnership, Brandywine Operating Partnership, LP (the “Operating Partnership”), has accepted for purchase $34,540,000 of its 5.625% Guaranteed Notes due December 15, 2010 (the “Notes”) which were validly tendered pursuant to its previously announced cash tender offer for the Notes (the “Tender Offer”). The Notes accepted for purchase represent 13.9% of the $249,127,000 principal amount of the Notes outstanding prior to the Tender Offer and 34.5% of the $100 million maximum principal amount (the “Tender Cap”) stipulated in the Tender Offer. The Tender Offer expired at 11:59 p.m., New York City time, on Wednesday, May 27, 2009. Payment for Notes purchased pursuant to the Tender Offer was made on Thursday, May 28, 2009 (the “Payment Date”).

The consideration paid for each $1,000 principal amount of Notes accepted under the Tender Offer was $930 plus accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the Payment Date. The aggregate consideration for Notes accepted for payment including accrued and unpaid interest was $33,001,890.65. Payment for Notes tendered was funded from borrowings under the Company’s unsecured revolving credit facility and the associated Notes have been retired. Following the completion of the Tender Offer, $214,587,000 of the Notes is outstanding.

The Tender Offer was made pursuant to the Operating Partnership’s Offer to Purchase dated April 29, 2009 and the related Letter of Transmittal. Wachovia Securities acted as Lead Dealer Manager for the Tender Offer. RBS and BNY Mellon Capital Markets, LLC served as Co-Dealer Managers for the Tender Offer. This press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Tender Offer.

About Brandywine Realty Trust

Brandywine Realty Trust is one of the largest, publicly traded, full-service, integrated real estate companies in the United States. Organized as a real estate investment trust and operating in select markets, Brandywine owns, develops and manages a primarily Class A, suburban and urban office portfolio aggregating approximately 37.3 million square feet, including 26.1 million square feet which it currently owns on a consolidated basis. For more information, visit our website at www.brandywinerealty.com.

Forward-Looking Statements

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 the Company 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, the Company’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 the Company and the forward-looking statements contained herein are included in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

555 East Lancaster Avenue, Suite 100, Radnor PA 19087 Phone: (610) 325-5600 • www.brandywinerealty.com