Boston Properties (BXP) 8-KOther Events

On May 15, 2023, Boston Properties Limited Partnership (the “Partnership”), the operating partnership of Boston Properties, Inc. (the “Company”), completed the issuance and sale of $750.0 million aggregate principal amount of the Partnership’s 6.500% Senior Notes due 2034 (the “Notes”) pursuant to an underwriting agreement dated May 4, 2023 (the “Underwriting Agreement”), by and among the Partnership and BNY Mellon Capital Markets, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as managers of the several underwriters named in Schedule II thereto (the “Underwriters”), whereby the Partnership agreed to sell and the Underwriters agreed to purchase from the Partnership, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes.

The net proceeds to the Partnership from the sale of the Notes, after deducting underwriting discounts and estimated transaction expenses, are estimated to be approximately $741.3 million. The Partnership intends to allocate an amount equal to the net proceeds from the offering to the financing and refinancing of recently completed and future eligible green projects (as such term is defined in the Prospectus Supplement, defined below) in the United States. Pending such allocation, the Partnership intends to use the net proceeds from the offering for the repayment of debt, including funding the redemption of the $500.0 million aggregate principal amount of the Partnership’s 3.125% senior notes due 2023 that are scheduled to mature on September 1, 2023, and any remaining net proceeds to fund development and redevelopment projects or other investment opportunities and for other uses. Pending such uses, the Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts. Net proceeds allocated to previously incurred costs associated with eligible green projects will be available for the repayment of debt and other uses.

The Notes were issued under the indenture, dated as of December 13, 2002, between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly known as The Bank of New York), as supplemented by Supplemental Indenture No. 25 (“Supplemental Indenture No. 25”) dated as of May 15, 2023.

The offer and sale of the Notes were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-3 (File No. 333-238607-01) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The material terms of the Notes are described in a prospectus supplement filed by the Partnership with the Commission on May 5, 2023 (the “Prospectus Supplement”) pursuant to Rule 424(b)(5) under the Securities Act.

Copies of the Underwriting Agreement, Supplemental Indenture No. 25 and the form of the Notes are attached hereto as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, Supplemental Indenture No. 25 and the form of the Notes.

Additionally, in connection with the filing of the Underwriting Agreement, the Partnership is filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the legality of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration Statement.