SEC Comment Letter for BRANDYWINE REALTY TRUST (BDN) (CIK 0000790816) (BDN) — Jul 6, 2009
BRANDYWINE REALTY TRUST (BDN) (CIK 0000790816)
Date: July 6, 2009 · CIK: 0000790816 · Accession: 0000000000-09-035608
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-24407
Referenced dates: June 2, 2009
Letter
Mail Stop 3010 July 6, 2009 VIA USMAIL and FAX (610) 832 - 4919 Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Operating Partnership, L.P. 555 East Lancaster Avenue Radnor, Pennsylvania 19087 Re: Brandywine Operating Partnership, L.P. Form 10-K for the year ended December 31, 2008 Form 10-Q for the period ended March 31, 2009 Filed on March 2, 2009 and May 8, 2009 File No. 000-24407
Dear Mr. Sipzner: We have reviewed your response letter dated June 2, 2009 and have the following additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008
Financial Statements and Notes
Note 16 – Tax Credit Transactions, pages F-84 – F-85
1. We have read and considered your response to comment two. We note that the tax benefits associated with the historic tax credits and new market tax credits were monetized through the creation of certain entities in which USB then acquired an ownership interest. As a result of your analysis of FIN46(R), it was concluded that these entities were considered variable interest entities and should be consolidated as the company deemed itself as the primary beneficiary. Please explain to us how these entities are structured and the amount of interest that both, the company and USB, holds within these entities. Also explain to us how USB’s non-controlling ownership interest is being accounted for within the company’s financial statements.
Howard M. Sipzner Brandywine Operating Partnership, L.P. July 6, 2009 Page 2. In addition, we note you expect USB to exercise a put provision that enables USB to sell its interest in the transaction entities. As a result, the company recorded the portion of the proceeds received from USB that are attributable to the put as a liability that will be accreted to the expected put price through interest expense over the period until the put can be exercised in accordance with SFAS 150. Please tell us the terms of the put provision and the amounts attributable to this provision and the sale of the tax credits. Also advise us on the method and the assumptions used in determining the fair value of the put option.
* * * *
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please file a letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please file your letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3472 if you have any questions. Sincerely,
Yolanda Crittendon Staff Accountant
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Mail Stop 3010 July 6, 2009 VIA USMAIL and FAX (610) 832 - 4919 Mr. Howard M. Sipzner Executive Vice President and Chief Financial Officer Brandywine Operating Partnership, L.P. 555 East Lancaster Avenue Radnor, Pennsylvania 19087 Re: Brandywine Operating Partnership, L.P. Form 10-K for the year ended December 31, 2008 Form 10-Q for the period ended March 31, 2009 Filed on March 2, 2009 and May 8, 2009 File No. 000-24407 Dear Mr. Sipzner: We have reviewed your response letter dated June 2, 2009 and have the following additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 Financial Statements and Notes Note 16 – Tax Credit Transactions, pages F-84 – F-85 1. We have read and considered your response to comment two. We note that the tax benefits associated with the historic tax credits and new market tax credits were monetized through the creation of certain entities in which USB then acquired an ownership interest. As a result of your analysis of FIN46(R), it was concluded that these entities were considered variable interest entities and should be consolidated as the company deemed itself as the primary beneficiary. Please explain to us how these entities are structured and the amount of interest that both, the company and USB, holds within these entities. Also explain to us how USB’s non-controlling ownership interest is being accounted for within the company’s financial statements. Howard M. Sipzner Brandywine Operating Partnership, L.P. July 6, 2009 Page 2 2. In addition, we note you expect USB to exercise a put provision that enables USB to sell its interest in the transaction entities. As a result, the company recorded the portion of the proceeds received from USB that are attributable to the put as a liability that will be accreted to the expected put price through interest expense over the period until the put can be exercised in accordance with SFAS 150. Please tell us the terms of the put provision and the amounts attributable to this provision and the sale of the tax credits. Also advise us on the method and the assumptions used in determining the fair value of the put option. * * * * As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please file a letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please file your letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact Wilson K. Lee at (202) 551-3468 or me at (202) 551-3472 if you have any questions. Sincerely, Yolanda Crittendon Staff Accountant