SEC Comment Letter for BRANDYWINE REALTY TRUST (BDN) (CIK 0000790816) (BDN) — Apr 29, 2009
BRANDYWINE REALTY TRUST (BDN) (CIK 0000790816)
Date: April 29, 2009 · CIK: 0000790816 · Accession: 0000000000-09-022654
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-158590
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3010 April 29, 2009 Gerard H. Sweeney President and Chief Executive Officer Brandywine Realty Trust 555 East Lancaster Avenue, Suite 100 Radnor, Pennsylvania 19087 Re: Brandywine Realty Trust Registration Statement on Form S-3 Filed April 15, 2009 File No. 333-158590
Dear Mr. Sweeney:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Part II – Information Not Required in Prospectus, page II-1
Item 17. Undertakings, page II-3
1. Please include the undertaking required by Item 512(a)(5) of Regulation S-K.
* * * *
Gerard H. Sweeney Brandywine Realty Trust April 29, 2009 Page 2
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us w ith marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request , acknowledging that:
should the Commission or the staff, acti ng pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the st aff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any pr oceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date.
Gerard H. Sweeney Brandywine Realty Trust April 29, 2009 Page 3
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date. Please contact Erin Martin at 202-551- 3391 or me at 202-551-3233 with any other questions.
S i n c e r e l y , Tom Kluck Branch Chief Cc: Michael H. Friedman, Esq. ( via facsimile )
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
April 29, 2009
Gerard H. Sweeney President and Chief Executive Officer Brandywine Realty Trust 555 East Lancaster Avenue, Suite 100 Radnor, Pennsylvania 19087
Re: Brandywine Realty Trust
Registration Statement on Form S-3
Filed April 15, 2009
File No. 333-158590
Dear Mr. Sweeney:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Part II – Information Not Required in Prospectus, page II-1
Item 17. Undertakings, page II-3
1. Please include the undertaking required by Item 512(a)(5) of Regulation S-K.
* * * *
Gerard H. Sweeney
Brandywine Realty Trust April 29, 2009 Page 2
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us w ith marked copies of the amendment to
expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
Gerard H. Sweeney
Brandywine Realty Trust April 29, 2009 Page 3
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Please contact Erin Martin at 202-551- 3391 or me at 202-551-3233 with any other
questions.
S i n c e r e l y ,
Tom Kluck Branch Chief
Cc: Michael H. Friedman, Esq. ( via facsimile )