On March 16, 2021, Boston Properties Limited Partnership (the “Partnership”), the operating partnership of Boston Properties, Inc. (the “Company”), completed the issuance and sale of $850.0 million aggregate principal amount of the Partnership’s 2.550% Senior Notes due 2032 (the “Notes”) pursuant to an underwriting agreement dated March 2, 2021 (the “Underwriting Agreement”), by and among the Partnership and BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and T.D. Securities (USA) 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 $839.2 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 may use the net proceeds from the offering to repay all amounts outstanding under its $500.0 million delayed draw term loan facility, to redeem all of its outstanding Series B Preferred Units (the “Series B Preferred Units”) that are held by the Company, and are equal in number to and have substantially identical economic terms as the Company’s outstanding 5.25% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), and for other uses. Pending such uses, the Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts. The Company intends to use the amounts received from the Partnership upon redemption of the Series B Preferred Units to redeem all of its outstanding shares of Series B Preferred Stock. Net proceeds allocated to previously incurred costs associated with eligible green projects will be available for repayment of debt or 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. 22 (“Supplemental Indenture No. 22”) dated as of March 16, 2021.
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
(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 March 3, 2021 (the “Prospectus Supplement”) pursuant to Rule 424(b)(5) under the Securities Act.
Copies of the Underwriting Agreement, Supplemental Indenture No. 22 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. 22 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.