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BXP, Inc. (NYSE: BXP) ("BXP"), the largest publicly traded developer, owner and manager of premier workplaces in the United States, announced today that its operating partnership, Boston Properties Limited Partnership ("BPLP"), priced its offering of $850.0 million aggregate principal amount of 2.000% exchangeable senior notes due 2030 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering was upsized from the previously announced offering size of $600.0 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on September 29, 2025, subject to customary closing conditions. BPLP also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $150.0 million aggregate principal amount of notes.
BPLP estimates that the net proceeds from the offering of the notes will be approximately $828.8 million (or approximately $975.2 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers' discounts and commissions and estimated offering expenses. BPLP intends to use approximately $29.8 million of the net proceeds from the offering to pay the cost of the capped call transactions, and the remainder to fund in part the repayment or redemption, as applicable, of the $1.0 billion aggregate principal amount of its 3.650% senior notes due 2026 that are scheduled to mature on February 1, 2026 (the "2026 Notes"). BPLP intends to use available cash and/or borrowings under its unsecured revolving credit facility (the "Revolving Facility") to fund the remaining portion of the funds needed to repay or redeem the 2026 Notes in full. If the initial purchasers exercise their option to purchase additional notes, BPLP expects to use a portion of the proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties. Pending the use of the net proceeds from the offering to repay or redeem the 2026 Notes, BPLP may repay other debt, including amounts outstanding under the Revolving Facility, and/or invest the net proceeds in short-term, interest-bearing deposit accounts.
Although BPLP and BXP intend to enter into a registration rights agreement pursuant to which BXP will agree to file a resale registration statement under the Securities Act covering the resale of shares of BXP's common stock, if any, deliverable upon exchange of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of BXP's common stock, if any, deliverable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of BXP's common stock deliverable upon exchange of the notes, nor will there be any sale of the notes or any such shares of BXP's common stock, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
Posted In: BXP
