The REIT trades as BDN on the NYSE, and shares were trading at $28.56 a share at midday on March 1. At that price, the offering, plus the over-allotment, would raise slightly less than $52.6 million, less costs of the underwriting.
Net proceeds will be used to repay borrowings under Brandywine's revolving credit facility, including amounts that were advanced from the facility to fund its repurchase of outstanding Series B preferred units. At the same time it announced the Citigroup underwriting agreement, Brandywine also redeems all of its nearly two million Series B preferred units in Brandywine Operating Partnership for an aggregate price of $93 million.
The Series B units had an aggregate stated value of $97.5 million, accrued distributions at 7.25% a year, and were convertible to common shares at a $28-per-share conversion rate. The redemption--or repurchase--was funded with borrowings from the revolving credit facility. Those borrowings will be repaid with the current sale of common shares and the approximately $50 million Brandywine raised by issuing two million shares of Series D cumulative redeemable shares in early February.
Gerard Sweeney, president and CEO, says the sale of common shares "represents the final step in financing the redemption of the majority of our convertible preferred securities." The series of transactions the REIT has executed over the past 90 days, Sweeney says, results in the replacement of convertible preferred shares totaling $202.2 million with "a balanced mix of common and perpetual preferred shares. Fixed charges," he notes, "will be substantially reduced. These steps have strengthened our balance sheet and put us in a stronger financial position to fund new acquisitions of office and industrial properties."
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