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): September 513, 2013

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 (Commission file number)	23-2862640 (I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation or Organization)

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):



[ ]		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]		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 September 513, 2013, we ~~entered~~agreed ~~into~~to ancontribute ~~agreement~~seven of our properties (the “Properties”) to ~~acquire~~a ~~two~~joint ~~41-story~~venture ~~office~~(the ~~towers~~“Venture”) inthat ~~Philadelphia~~we ~~commonly~~intend ~~known~~to asform ~~One~~with ~~Commerce~~G&I ~~Square~~VII ~~and~~Austin ~~Two~~Office ~~Commerce~~LLC ~~Square~~(“DRA”), ~~based~~an oninvestment avehicle ~~$331.8~~advised ~~million~~by ~~valuation~~DRA Advisors LLC. ~~The~~ ~~properties,~~Closing ~~located~~of onthis ~~Market~~transaction ~~Street~~is insubject ~~Philadelphia's~~to ~~central~~the ~~business~~satisfaction ~~district~~of customary closing conditions, ~~contain~~including anconsummation by the Venture of mortgage loans in the aggregate amount of ~~1,896,142~~$230.6 ~~square~~million. ~~feet~~We ~~and~~presently ~~were~~expect ~~built~~closing to occur in ~~1987~~the ~~and~~fourth ~~1992,~~quarter ~~respectively~~of 2013. ~~The~~ ~~properties~~However, ~~are~~we ~~collectively~~cannot ~~88%~~provide ~~leased~~any ~~and~~assurance ~~have~~that ~~achieved~~all ~~LEED-Silver~~conditions ~~status~~to closing will be satisfied or that closing will occur in 2013.

WeDRA ~~currently own a 25% preferred interest in the entity that holds title to the two office towers~~ and we ~~will~~valued ~~acquire~~ the ~~remaining~~Properties ~~interests~~and ~~(other~~related ~~than~~assets, abased ~~one~~on ~~percent~~arm's-length ~~interest~~negotiation, toat bean ~~retained~~aggregate bygross anvalue ~~affiliate~~ of ~~the seller) subject to two existing first priority mortgages totaling approximately~~ $~~238~~330.0 million. DRA ~~for~~will own a ~~net~~50% ~~cash~~interest ~~payment~~in to the ~~seller~~Venture ~~of approximately $69.0 million, subject to customary closing costs~~ and ~~pro rations. At closing,~~ we will ~~assume~~own ~~full~~a ~~management~~50% ~~responsibilities,~~interest ~~including~~in ~~property~~the ~~management~~Venture, ~~and~~subject ~~leasing. We~~to ~~have~~our ~~the~~ right to ~~acquire~~receive ~~the~~up ~~retained~~to ~~one~~an ~~percent~~additional ~~interest~~10% onof ordistributions ~~after~~as ~~October~~indicated ~~31, 2021 for its fair market value~~below. ~~Prior~~We ~~to our acquisition of the retained one percent interest (~~and ~~consistent~~DRA, ~~with~~utilizing ~~the~~additional ~~rights~~equity ~~the~~funding ~~holder~~of ~~obtained~~up ~~when~~to we$100.0 ~~acquired~~million ~~our~~per ~~25%~~partner, ~~preferred~~intend ~~interest in 2010) the holder of the interest has the right~~ to ~~approve~~jointly ~~our~~pursue ~~sale~~additional ofoffice ~~the~~opportunities ~~properties~~ in atargeted ~~taxable~~Austin ~~transaction~~sub-markets and weplan ~~have agreed~~ to ~~afford~~co-invest ~~affiliates~~in ofacquisitions ~~the~~that ~~holder~~meet ~~the~~certain ~~opportunity~~investment ~~to guaranty the mortgage debt on the properties or qualifying replacement financing~~criteria.

~~The~~At ~~seller~~closing, we expect that (i) third party institutional lenders would loan the Venture an aggregate of $230.6 million; (ii) DRA would contribute cash to the ~~interests~~Venture isin an ~~affiliate~~estimated amount of ~~Thomas~~$49.7 ~~Properties~~million; ~~Group,~~(iii) ~~Inc~~approximately $3.7 million would be Onset ~~September~~aside 4to cover closing costs and expenses, ~~2013~~and (iv) we would receive, ~~Parkway~~in exchange for the Properties, ~~Inc.~~ and ~~affiliates~~in ~~(collectively~~addition to our 50% interest in the Venture, ~~“Parkway”)~~a ~~entered~~cash ~~into~~distribution from the Venture in an ~~Agreement~~estimated ~~and~~amount ~~Plan~~of $276.6 million. We will also be required to fund the first $5.0 million of ~~Merger~~capital ~~with~~expenditures ~~Thomas~~on ~~Properties~~behalf of the Venture following the closing resulting in estimated net proceeds of $271.6 million. We expect to use the cash that we receive at closing from the Venture to further advance our growth and ~~its~~deleveraging ~~operating~~strategy. ~~partnership~~The loans to ~~acquire~~the ~~Thomas~~Venture will be secured by the Properties and ~~its~~the ~~operating~~maturity ~~partnership~~dates ~~(collectively,~~will ~~“Thomas”)~~be five years from the closing. We ~~are~~The ~~not~~actual ~~affiliates~~dollar ofamounts ~~either~~that ~~Parkway~~are contributed or ~~Thomas~~credited to the Venture, and ~~our~~that ~~agreement~~we ~~was~~receive ~~determined~~from ~~through~~the ~~arm's-length~~Venture ~~negotiation~~upon the closing of the transaction, may vary from the estimated amounts shown above.

~~Closing~~We will serve initially as the operating member of the ~~acquisition~~Venture, with responsibility for the day-to-day operations of ~~One~~the ~~Commerce~~Venture, ~~Square~~and each of DRA and ~~Two~~we ~~Commerce~~will ~~Square~~have isco-approval ~~subject~~rights toover ~~customary~~the ~~closing~~Venture's ~~conditions,~~operating ~~including~~plans ~~lender~~and ~~consent~~budgets, sales and financings and entry into material agreements and commitments. The Venture will engage us to provide property management and leasing services for the ~~consummation~~Properties. We will receive a market-based fee for our management and leasing services to the Venture and we will also receive a “promoted interest” that will entitle us to receive (in addition to our 50% capital interest) an additional portion of net distributions from the ~~merger~~Venture ~~between~~of ~~Parkway~~proceeds from capital events (such as property sales) if and ~~Thomas~~after DRA and we have received an agreed upon internal rate of return on our respective capital contributions to the Venture.

OnThe ~~September~~seven 5,Properties ~~2013,~~comprise weeleven ~~also~~office ~~entered~~buildings ~~into~~totaling ~~an agreement with Parkway to acquire Four Points Centre and an adjacent 19-acre land parcel in Austin~~1,398,826 ~~Texas~~square ~~for $51~~feet.~~0 million.~~ ~~Four~~As ~~Points Centre is comprised~~ of September ~~two~~13, ~~three-story buildings located in Austin's Northwest submarket and contains 193~~2013,~~862~~ ~~square~~the ~~feet.~~Properties ~~The two buildings are LEED-Gold Certified,~~ were ~~built in 2008 and are currently 100~~96.8% leased. The ~~adjacent~~table ~~19-acre~~below ~~land~~lists ~~parcel~~the islocation ~~entitled~~and ~~to build up to 480,000~~ square ~~feet~~footage of ~~office~~each ~~space. Our agreement to acquire Four Points Centre and the adjacent land provides us a 45-day due diligence period, and closing~~ of the ~~acquisition is subject to customary closing conditions, including consummation of the merger between Parkway and Thomas.~~Properties:

Forward-Looking Statements



	Property	City	State	No. of Buildings	Square Feet
1)	1250 South Capital of Texas Highway	Austin	TX	3	270,711
2)	1301 South MoPac Expressway	Austin	TX	1	222,580
3)	3711 South MoPac Expressway	Austin	TX	2	205,195
4)	1601 South MoPac Expressway	Austin	TX	1	195,639
5)	1501 South MoPac Expressway	Austin	TX	1	195,324
6)	1221 South MoPac Expressway	Austin	TX	1	173,302
7)	7000 West William Cannon Drive	Austin	TX	2	136,075
	Total			11	1,398,826

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 our actual results, performance, achievements or transactions 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, contingencies in our acquisition agreements, our 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 us and the forward-looking statements contained herein are included in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2012. We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

The term of the Venture will be perpetual until dissolved in accordance with its operating agreement. The operating agreement will generally prohibit a member from transferring its interest in the Venture without the consent of the other member. After the fourth anniversary of the closing date, each of we and DRA may exercise a customary buy-sell provision.

We are not affiliated with DRA. In December 2007, we contributed a portfolio of properties to a joint venture that we formed with G&I VI Investment Interchange Office LLC, which is also an investment vehicle advised by DRA Advisors LLC. We provided information on this 2007 transaction and joint venture formation in our Current Reports on Form 8-K that we filed with the SEC on November 9, 2007 and December 21, 2007.

As used in this Form 8-K, the terms "we" and "our" refer to Brandywine Operating Partnership, L.P., the limited partnership through which Brandywine Realty Trust owns its assets and conducts its operations, along with direct and indirect wholly owned subsidiaries of Brandywine Operating Partnership, L.P.

Signatures

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




	Brandywine Realty Trust
	By:	/s/ Howard Sipzner
		Howard Sipzner
		Executive Vice President and Chief Financial Officer




	Brandywine Operating Partnership, its sole General Partner
	By:	/s/ Howard Sipzner
		Howard Sipzner
		Executive Vice President and Chief Financial Officer

Date: September 1118, 2013

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