Exhibit 1.2
PRICING AGREEMENT
September 29, 2025
BofA Securities, Inc.
Citigroup Global Markets Inc.
Truist Securities, Inc.
Wells Fargo Securities, 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 September 29, 2025 (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.
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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]
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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: | Executive Vice President & Chief Financial Officer | |
BRANDYWINE REALTY TRUST | ||
By: | /s/ Thomas E. Wirth | |
Name: | Thomas E. Wirth | |
Title: | Executive Vice President & Chief Financial Officer |
[Signature Page to Pricing Agreement]
BOFA SECURITIES, INC. | ||
By: | /s/ Casey Martin | |
Name: | Casey Martin | |
Title: | Director |
On behalf of themselves and each of the other several Underwriters
[Signature Page to Pricing Agreement]
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Ryan Dodds | |
Name: | Ryan Dodds | |
Title: | Director |
On behalf of themselves and each of the other several Underwriters
[Signature Page to Pricing Agreement]
TRUIST SECURITIES, INC. | ||
By: | /s/ Madeleine Williams | |
Name: | Madeleine Williams | |
Title: | Director |
On behalf of themselves and each of the other several Underwriters
[Signature Page to Pricing Agreement]
WELLS FARGO SECURITIES, LLC | ||
By: | /s/ Peter DiLullo | |
Name: | Peter DiLullo | |
Title: | Managing Director |
On behalf of themselves and each of the other several Underwriters
[Signature Page to Pricing Agreement]
SCHEDULE I
Underwriters |
Aggregate Principal Amount of the Securities to be Purchased |
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BofA Securities, Inc. |
$ | 45,000,000 | ||
Citigroup Global Markets Inc. |
$ | 36,000,000 | ||
Truist Securities, Inc. |
$ | 36,000,000 | ||
Wells Fargo Securities, LLC |
$ | 36,000,000 | ||
BNY Capital Markets, LLC |
$ | 27,000,000 | ||
Citizens JMP Securities, LLC |
$ | 27,000,000 | ||
M&T Securities, Inc. |
$ | 27,000,000 | ||
PNC Capital Markets LLC |
$ | 27,000,000 | ||
U.S. Bancorp Investments, Inc. |
$ | 27,000,000 | ||
Samuel A. Ramirez & Company, Inc. |
$ | 6,000,000 | ||
Synovus Securities, Inc. |
$ | 6,000,000 | ||
|
|
|||
Total |
$ | 300,000,000 | ||
|
|
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SCHEDULE II
ISSUER:
Brandywine Operating Partnership, L.P.
GUARANTOR:
Brandywine Realty Trust
TITLE OF DESIGNATED SECURITIES:
$300,000,000 6.125% Guaranteed Notes due 2031
AGGREGATE PRINCIPAL AMOUNT:
$300,000,000
PRICE TO PUBLIC:
100.000% of the principal amount of the Designated Securities, plus accrued interest, if any, from October 3, 2025
PURCHASE PRICE BY UNDERWRITERS:
99.000% of the principal amount of the Designated Securities, plus accrued interest, if any, from October 3, 2025
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), October 3, 2025
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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:
January 15, 2031
INTEREST RATE:
6.125% per annum
INTEREST PAYMENT DATES:
January 15 and July 15, beginning on January 15, 2026
INTEREST PAYMENT RECORD DATES:
January 1 and July 1
REDEMPTION PROVISIONS:
Prior to December 15, 2030 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less interest accrued to the date of redemption and (b) 100% of the principal amount of the Securities to be redeemed, plus in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the redemption date.
SINKING FUND PROVISIONS:
None
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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, 2025.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
NAMES AND ADDRESSES OF REPRESENTATIVES:
BofA Securities, Inc.
Citigroup Global Markets Inc.
Truist Securities, Inc.
Wells Fargo Securities, LLC
Address for Notices, etc.:
BofA Securities, Inc.
114 W. 47th Street, 7th Floor
NY8-114-07-01
New York, New York 10036
E-mail: BofA_HY_Legal_Notices@bofa.com
Attention: High Yield Legal Department
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Fax: (646) 291-1469
Attention: General Counsel
Truist Securities, Inc.
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740 Battery Ave., SE
3rd Floor, Atlanta, GA 30339
Attention: High Yield Syndicate
Wells Fargo Securities, LLC
550 S. Tryon Street, 5th Floor
Charlotte, NC 28202
Email: IBCMDCMLSHYLeveragedDebtCapitalMarkets@wellsfargo.com
Attention: Leveraged Debt Capital Markets
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
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SCHEDULE III-A
FREE WRITING PROSPECTUSES INCLUDED IN TIME OF SALE INFORMATION
| Term sheet dated September 29, 2025 |
SCHEDULE III-B
OTHER FREE WRITING PROSPECTUSES
None.
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SCHEDULE IV
CHANGES IN BENEFICIAL INTEREST OF THE PARENT GUARANTOR
(Section 2(g) of Underwriting Agreement)
None
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SCHEDULE V
SPECIFIED JOINT VENTURE SUBSIDIARIES
(Section 2(ff) of Underwriting Agreement)
JBG – 51 N 50 Patterson Holdings LLC and 1250 First Street Office, L.L.C
3025 JFK – Brandywine Opportunity Fund LP
3151 Market – Brandywine 3151 Venture, LP
Cira Square – Cira Square REIT, LLC
One Uptown Office – Brandywine One Uptown Office LLC
One Uptown Residential – Brandywine One Uptown Multifamily LLC
Commerce Square – Philadelphia Plaza – Phase II, L.P. and Commerce Square Partners –
Philadelphia Plaza, L.P
Hatch BioFund –Hatch BioFund Management LLC
PA/MD NNN Office JV, LLC
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