PRICING AGREEMENT
Exhibit 1.2
EXECUTION VERSION
April 4, 2013
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Citigroup Global Markets Inc.
Ladies and Gentlemen:
Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), and Brandywine Operating Partnership, L.P., a Delaware limited partnership and subsidiary of the Company (the “Operating Partnership”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 4, 2013 (the “Underwriting Agreement”), among the Company, the Operating Partnership and you for the Company to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the common shares of beneficial interests of the Company specified in Schedule I hereto (the “Designated Shares”, consisting of Firm Shares and any Optional Shares the Underwriters may elect to purchase). 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 Shares which are the subject of this Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.
The Prospectus, relating to the Designated Shares, in the form of the draft 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, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule I hereto, the number of Firm Shares set forth in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, as
provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees to purchase from the Company at the purchase price to the Underwriters set forth in Schedule I hereto that portion of the number of Optional Shares as to which such election shall have been exercise. The Company hereby grants to each of the Underwriters the right to purchase, from time to time, at its election up to the number of Optional Shares set forth in Schedule I hereto on the terms referred to in the paragraph above. Any such election to purchase Optional Shares may be exercised by written notice from the Underwriters to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Underwriters, but in no event earlier than the First Time of Delivery or, unless the Underwriters and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.
If the foregoing is in accordance with your understanding, please sign and return to us four 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 among the Company, the Operating Partnership and the Underwriters.
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| Very truly yours, | ||
| BRANDYWINE REALTY TRUST | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | President & Chief Executive Officer | |
| BRANDYWINE OPERATING PARTNERSHIP, L.P. | ||
| By: Brandywine Realty Trust, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | President & Chief Executive Officer | |
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| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Managing Director Head of Global Real Estate, Gaming & Lodging Investment Banking | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Director | |
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SCHEDULE I
Title of Designated Shares: Common Shares par value $0.01
Number of Designated Shares:
Number of Firm Shares: 11,000,000
Maximum Number of Optional Shares: 1,650,000
Initial Offering Price to Public: The Underwriters may offer the shares of common stock from time to time for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
Purchase Price by Underwriters: $14.39 per share.
Time of Sale: 5:30 P.M EST. on April 4, 2013
| Underwriter |
Number of Shares | |||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
5,500,000 | |||
| Citigroup Global Markets Inc. |
5,500,000 | |||
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|
|
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| Total |
11,000,000 | |||
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Form of Designated Shares: Definitive form to be made available for checking by the Underwriters at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian.
Clear Market Period (Section 5(e) of the Underwriting Agreement): From date hereof through May 19, 2013.
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 10, 2013
SCHEDULE I-1
| Closing Location: | Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Names and Addresses of Underwriters: | Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 | |
| Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 | ||
| Addresses for Notices, etc.: | Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attention: Syndicate Department with a copy to: Facsimile: (000) 000-0000 Attention: ECM Legal
Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 | |
Underwriters’ Counsel: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
Additional Terms and Conditions: None
SCHEDULE I-2
SCHEDULE II
Specified Free Writing Prospectus
None.
SCHEDULE II-1
SCHEDULE III
Specified Joint Venture Subsidiaries
Two Tower Bridge Associates
Four Tower Bridge Associates
Six Tower Bridge Associates
Seven Tower Bridge Associates
0000 Xxxxxxxxxxxx Xxxxxxxxx
PJP Building Two, LC
PJP Building Five, LC
PJP Building Six, LC
PJP Building Seven, LC
BDN Beacon Venture LLC
Broadmoor Austin Associates
Residence Inn Tower Bridge
G&I Interchange Office LLC (DRA)
Invesco, L.P.
Coppell Associates
One Commerce Square
Two Commerce Square
Brandywine – AI Venture, LLC
Brandywine 1919 Ventures
TB – BDN Plymouth Apartments Holdings GP, LLC
HSRE – Campus Crest IX, LLC
SCHEDULE III-1
