Item 8.01 Other Events.
On June 21, 2019, Boston Properties, Inc.’s operating partnership, Boston Properties Limited Partnership (the “Company”), completed the issuance and sale of $850.0 million aggregate principal amount of the Company’s 3.400% Senior Notes due 2029 (the “Notes”) pursuant to an underwriting agreement dated June 12, 2019 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as managers of the several underwriters named in Schedule II thereto (the “Underwriters”), whereby the Company agreed to sell and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes.
The net proceeds to the Company from the sale of the Notes, after deducting underwriting discounts and estimated transaction expenses, are estimated to be approximately $841.3 million. The Company 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 Company may use the net proceeds from the offering to repay borrowings outstanding under the Company’s unsecured revolving line of credit and/or invest in short-term, interest-bearing, investment-grade securities. 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 Company 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. 19 (“Supplemental Indenture No. 19”) dated as of June 21, 2019.
The offer and sale of the Notes were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on FormS-3 (FileNo. 333-218460-01) (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 Company with the Commission on June 13, 2019 pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus Supplement”).
Copies of the Underwriting Agreement, Supplemental Indenture No. 19 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. 19 and the form of the Notes.
Additionally, in connection with the filing of the Underwriting Agreement, the Company 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.
