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~~October 1322, ~~2013~~2014

Brandywine Realty Trust

Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

Maryland(Brandywine Realty Trust)		001-9106	23-2413352
MARYLAND(Brandywine Realty Trust)	001-9106	23-2413352
Delaware(Brandywine Operating Partnership, L.P.)		000-24407 (Commission file number)	23-2862640(I.R.S. EmployerIdentification Number)
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):

[ ] 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~~[ ] Soliciting ~~8.01~~material ~~Other~~pursuant ~~Events~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On[ ] Pre-commencement ~~September~~communications ~~13,~~pursuant ~~2013, we agreed~~ to ~~contribute~~Rule ~~seven of our properties~~ 14d-2(~~the “Properties”~~b) tounder ~~a joint venture (~~the ~~“Venture”)~~Exchange ~~that~~Act ~~we intend to form with G&I VII Austin Office LLC~~ (~~“DRA”),~~17 anCFR ~~investment vehicle advised by DRA Advisors LLC~~240. Closing of this transaction is subject to the satisfaction of customary closing conditions, including consummation by the Venture of mortgage loans in the aggregate amount of $230.6 million. We presently expect closing to occur in the fourth quarter of 2013. However, we cannot provide any assurance that all conditions to closing will be satisfied or that closing will occur in 2013. 14d-2(b))

~~DRA and we valued the Properties and related assets, based on arm's-length negotiation, at an aggregate gross value of $330.0 million.~~[ ~~DRA will own a 50% interest in the Venture and we will own a 50% interest in the Venture, subject to our right to receive up to an additional 10% of distributions as indicated below.~~] WePre-commencement ~~and~~communications ~~DRA,~~pursuant ~~utilizing additional equity funding of up~~ to ~~$100.0~~Rule ~~million per partner, intend to jointly pursue additional office opportunities in targeted Austin sub~~13e-~~markets~~4(c) ~~and~~under ~~plan~~the toExchange ~~co-invest~~Act in(17 ~~acquisitions~~CFR ~~that meet certain investment criteria~~240.13e-4(c))

AtItem ~~closing, we expect that (i) third party institutional lenders would loan the Venture an aggregate of $230~~2.602 Results ~~million; (ii) DRA would contribute cash to the Venture in an estimated amount~~ of ~~$49.7~~Operations ~~million; (iii) approximately $3.7 million would be set aside to cover closing costs~~ and ~~expenses,~~Financial and (iv) we would receive, in exchange for the Properties, and in addition to our 50% interest in the Venture, a cash distribution from the Venture in an estimated amount of $276.6 million. We will also be required to fund the first $5.0 million of capital expenditures on 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 deleveraging strategy. The loans to the Venture will be secured by the Properties and the maturity dates will be five years from the closing. The actual dollar amounts that are contributed or credited to the Venture, and that we receive from the Venture upon the closing of the transaction, may vary from the estimated amounts shown above.Condition

WeThe ~~will~~information ~~serve~~in ~~initially~~this asCurrent ~~the~~Report ~~operating~~on ~~member~~Form of8-K ~~the~~is ~~Venture,~~furnished ~~with~~under ~~responsibility~~Item ~~for~~2.02 ~~the day~~-~~to-day~~ ~~operations~~“Results of ~~the~~Operations ~~Venture,~~ and ~~each~~Financial ofCondition.” Such ~~DRA~~information, ~~and~~including ~~we will have co-approval rights over~~ the ~~Venture's~~exhibits ~~operating~~attached ~~plans and budgets~~hereto, ~~sales~~shall ~~and~~not ~~financings~~be ~~and~~deemed ~~entry into material agreements and commitments. The Venture will engage us~~ to ~~provide~~be ~~property~~“filed” ~~management~~for ~~and~~any ~~leasing~~purpose, ~~services~~including for the ~~Properties. We~~purposes ~~will~~of ~~receive~~Section a18 ~~market-based~~of ~~fee~~the ~~for~~Securities ~~our~~Exchange ~~management~~Act ~~and~~of ~~leasing~~1934, ~~services~~as toamended (the ~~Venture and we will also receive a~~ “~~promoted~~Exchange ~~interest~~Act”), ~~that~~or ~~will~~otherwise ~~entitle~~subject us to ~~receive~~the ~~(in~~liabilities ~~addition~~of tothat ~~our~~Section. The ~~50%~~information ~~capital~~in ~~interest)~~this anCurrent ~~additional~~Report ~~portion~~on ofForm ~~net~~8-K ~~distributions~~shall ~~from~~not ~~the~~be ~~Venture~~deemed ofincorporated ~~proceeds~~by ~~from~~reference ~~capital~~into ~~events~~any ~~(such~~filing asunder ~~property~~the ~~sales)~~Securities ifAct ~~and~~of ~~after~~1933, ~~DRA~~as ~~and~~amended, weor ~~have~~the ~~received~~Exchange anAct ~~agreed~~regardless ~~upon internal rate~~ of ~~return~~any ongeneral ~~our~~incorporation ~~respective~~language ~~capital~~in ~~contributions~~such ~~to the Venture~~filing.

~~The~~On ~~seven~~October ~~Properties~~22, ~~comprise~~2014, ~~eleven~~we ~~office~~issued ~~buildings~~a ~~totaling~~press ~~1,398,826~~release ~~square~~announcing ~~feet. As~~our ~~of September~~financial ~~13,~~results ~~2013,~~for the ~~Properties~~three ~~were~~and ~~96.8%~~nine-months ~~leased~~ended September 30, 2014. ~~The~~That ~~table~~press ~~below~~release ~~lists~~is ~~the~~attached ~~location~~hereto ~~and~~as ~~square~~Exhibit ~~footage~~99.1 ofand ~~each~~is ofincorporated ~~the~~by ~~Properties:~~reference herein.

	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

The press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission's Regulation G. With respect to such non-GAAP financial measures, we have disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”) and have provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measure.

Item 9.01 Financial Statements and Exhibits

Exhibits



99.1	Brandywine Realty Trust Press Release dated October 22, 2014.

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~~Registrant ~~have~~has duly caused this report to be signed on ~~their~~its 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 soleGeneral Partner~~ By: /s/ ~~Howard~~Thomas ~~Sipzner~~E. ~~Howard Sipzner Executive Vice President and Chief Financial Officer~~Wirth

~~Date: September~~Thomas ~~18,~~E. ~~2013~~Wirth

4Executive Vice President and Chief Financial Officer

Brandywine Operating Partnership L.P.,

By: Brandywine Realty Trust, its sole General Partner

By: /s/ Thomas E. Wirth

Thomas E. Wirth

Executive Vice President and Chief Financial Officer

Date: October 22, 2014

Filing Compare · BRANDYWINE OPERATING PARTNERSHIP, L.P.