SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
NOVEMBER 12, 1998
BOSTON PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-13087 04-2473675
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
8 ARLINGTON STREET
BOSTON, MASSACHUSETTS 02116
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 859-2600
ITEM 2. ACQUISITION OF ASSETS.
Acquisition of Interests in Embarcadero Center
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On November 12, 1998, Boston Properties, Inc. (the "Company") completed the
first phase of a two-phase acquisition of all of the direct and indirect
interests in a portfolio of Class A office and retail space known collectively
as the "Embarcadero Center" (the "Embarcadero Acquisition"). The Company
anticipates that the second phase will be completed during the first quarter of
1999, although no assurance can be given in this regard.
The Embarcadero Center is situated on 8.4 acres of waterfront property in
San Francisco's financial district and consists of an aggregate of 3.66 million
square feet of net rentable office space, 354,000 square feet of retail space
and 2,090 underground parking spaces. The Embarcadero Center consists of six
buildings: 1 Embarcadero Center ("EC1"), 2 Embarcadero Center ("EC2"), 3
Embarcadero Center ("EC3") and 4 Embarcadero Center ("EC4"), Embarcadero Center
West Tower (the "Tower") and the Old Federal Reserve Building. EC1, EC2, EC3
and EC4 are collectively referred to herein as the "EC Buildings" and each EC
Building, the Tower and The Old Federal Reserve Building is referred to herein
as a "Property." The Company is acquiring the Embarcadero Center from (i)
certain parties who are affiliated with, or who had co-invested in the
Embarcadero Center with, David Rockefeller and Associates (collectively,
"Rockefeller"); and (ii) The Prudential Insurance Company of America and certain
of its affiliates (collectively, "Prudential"), for approximately $1.233 billion
(including certain closing costs). This amount may vary due to post-closing
prorations and adjustments that are customary in similar transactions as well as
additional closing and refinancing costs.
As a result of the closing of the first phase of the Embarcadero
Acquisition (the "Initial Closing"), (i) the Company acquired all of the
interests in the Old Federal Reserve Building for an aggregate consideration of
approximately $39 million (including assumed debt); (ii) the Company acquired
all of the interests in the Tower for an aggregate consideration of
approximately $142 million (including assumed debt and the issuance of preferred
units of limited partnership interest ("Preferred Units") in Boston Properties
Limited Partnership, the operating partnership subsidiary of the Company (the
"Operating Partnership")); and (iii) the Company, through its affiliates,
acquired controlling, managing general partnership interests in the four general
partnerships (the "EC Partnerships") that own the EC Buildings for an aggregate
consideration of approximately $300 million financed through the issuance of
Preferred Units. After the acquisition of interests in the EC Partnerships, (i)
the Company, through affiliates, owns approximately a 49.98% indirect interest
in EC1, EC3 and EC4 and approximately a 40.00% indirect interest in EC2, (ii)
the EC Partnerships, in the aggregate, have approximately $420 million in non-
property assets (consisting of investment grade securities rated A+ by Standard
& Poor's Corporation and A+ by Fitch IBCA, Inc.) and (iii) the EC Partnerships
have aggregate indebtedness of approximately $1,050 million, consisting of
unsecured indebtedness of approximately $420 million and indebtedness of $630
million
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secured by mortgages on the EC Buildings. Prudential is a non-managing
general partner of each of the EC Partnerships.
Pursuant to certain redemption agreements entered into at the time of the
Initial Closing, Prudential and the Company each has the right to cause the
entire interest of Prudential in each of the EC Partnerships to be redeemed in
full in consideration of (i) a distribution by the EC Partnership to Prudential
of certain partnership assets that are not related to the Embarcadero Buildings
and that are owned by such EC Partnership and (ii) the assumption by Prudential
of certain indebtedness of such EC Partnership. A full redemption of Prudential
from all four EC Partnerships (which would constitute the "second phase" of the
Embarcadero Acquisition) would require the distribution to Prudential of non-
property partnership assets subject to debt having a net value of approximately
$328 million. While there can be no assurance as to when or if Prudential's
interests in the EC Partnerships will be redeemed, the Company expects that the
redemptions will occur during the first quarter of 1999. Following these
redemptions, the Company, through its affiliates, would own all of the interests
in the EC Buildings.
Upon the Initial Closing, (i) the Company issued approximately $316 million
of Preferred Units, (ii) the Tower was secured by $100 million of indebtedness,
(iii) the Embarcadero Buildings were secured by $630 million of indebtedness
(together with the secured financing on the Tower, the "Secured Financing") and
(iv) the Embarcadero Partnerships had approximately $420 million of financing
not secured by the Properties (the "Unsecured Financing"). Of the $730 million
of Secured Financing, approximately $503 million was used to refinance existing
mortgages encumbering the Properties and approximately $227 million represented
excess financing proceeds ("Excess Financing Proceeds") that were lent by the
Embarcadero Partnerships to the Operating Partnership and used by the Operating
Partnership to support working capital and repay amounts outstanding under its
line of credit with BankBoston, N.A. (the "Line of Credit") (approximately $145
million) and to meet cash requirements in connection with the Initial Closing
(approximately $83 million). At the completion of the second phase of the
acquisition, $92 million of the Unsecured Financing will be assumed by
Prudential and the remaining Unsecured Financing will be repaid in part and
refinanced in part as a result of (i) the issuance of $100 million of preferred
stock that is expected to be sold to Prudential, as discussed below, and (ii) a
draw by the Company and the EC Partnerships (as co-borrowers) of approximately
$232 million on the Line of Credit (the proceeds of the stock sale and a portion
of the line draw will be used by the Company to repay the Excess Financing
Proceeds to the Embarcadero Partnerships).
Upon the closing of both phases of the Embarcadero Acquisition, the Company
expects that the transaction (including certain closing costs) will have been
financed as follows: (i) the incurrence of $730 million of Secured Financing
having a weighted average maturity of approximately 8.85 years and a weighted
average fixed interest rate of approximately 6.63%; (ii) the incurrence of
approximately $87 million of unsecured financing under the Company's Line of
Credit; (iii) the issuance of Series Two Preferred Units of the Operating
Partnership,
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having an aggregate liquidation preference of approximately $306 million; (iv)
the issuance of Series Three Preferred Units of the Operating Partnership having
an aggregate liquidation preference of approximately $10 million; and (v) the
issuance of $100 million of the Company's Series A Convertible Redeemable
Preferred Stock (the "Preferred Stock"). Certain of these amounts may vary due
to post-closing prorations and adjustments that are customary in similar
transactions and additional closing and refinancing expenses. The terms of the
Series Two Preferred Units and the Series Three Preferred Units (collectively,
the "Preferred Units") and the Preferred Stock are described below.
The sources for the Secured Financing were as follows: $320 million
pursuant to a first deed of trust loan with New York Life Insurance Company, The
Equitable Life Assurance Society of the United States and Teachers Assurance and
Annuity Association of America, secured by EC1, EC2 and The Old Federal Reserve
Building; $150 million pursuant to a first deed of trust loan with Connecticut
General Life Insurance Company secured by EC3; $160 million pursuant to a first
deed of trust loan by Northwestern Mutual Life Insurance Company secured by EC4;
and $100 million pursuant to a first deed of trust with Connecticut General Life
Insurance Company and Massachusetts Mutual Life Insurance Company secured by the
Tower. The source for the Unsecured Financing was as follows: $92 million
pursuant to a 90-day term loan from The Chase Manhattan Bank and $328 million
pursuant to a 90-day Term Loan Agreement with BankBoston, N.A., The Chase
Manhattan Bank, Fleet National Bank, PNC Bank, National Association, Dresdner
Bank AG New York Branch and Grand Cayman Branch, The Bank of New York, Keybank
National Association, and Citizens Bank.
Agreement to Issue Preferred Stock
----------------------------------
The Preferred Stock will be issued pursuant to a Stock Purchase Agreement,
dated September 28, 1998, between the Company and Prudential (the "Stock
Purchase Agreement"). The Stock Purchase Agreement provides that the sale of the
Preferred Stock to Prudential will occur no later than the 90th day after the
Initial Closing.
Terms of the Preferred Units and the Preferred Stock
----------------------------------------------------
The Preferred Units and the Preferred Stock (collectively, the "Preferred
Securities") have similar economic terms. On and after December 31, 2002 (the
"Conversion Date"), the Preferred Securities will be convertible, at the
holder's election, into common stock of the Company (in the case of the
Preferred Stock) or common units of the Operating Partnership (in the case of
the Preferred Units) at a conversion price of $38.10 per common share or unit
(the "Conversion Price").
Dividends or distributions on the Preferred Securities (the "Ordinary
Preferred Dividend") will be payable quarterly and will accrue at a rate of 5.0%
per annum through March 31, 1999; 5.5% through December 31, 1999; 5.625% through
December 31, 2000; 6.0% through December 31, 2001; 6.5% through December 31,
2002; 7.0% until May 12, 2009; and 6.0% thereafter. However, if at any time the
quarterly dividends or distributions on
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the common securities into which a Preferred Security may be converted (the
"Ratchet Dividend") are greater than the Ordinary Preferred Dividend due on such
Preferred Security, then each Preferred Security will receive, in respect of
that quarter, the Ratchet Dividend rather than the lower Ordinary Preferred
Dividend.
The terms of the Preferred Securities provide that they may be redeemed for
cash in six annual tranches, beginning on May 12, 2009, at the election of the
Company or the holders. In lieu of its right to require an annual redemption of
Preferred Securities, the Company may elect to convert a tranche of Preferred
Securities into common stock (in the case of the Preferred Stock) or common
units (in the case of Preferred Units), provided that at the time of such forced
conversion the weighted average of the closing price of the Company's common
stock during the preceding ten day period exceeds 110% of the Conversion Price.
Appointment of Richard E. Salomon
---------------------------------
Upon the consummation of the Initial Closing, Richard E. Salomon was
appointed to the Board of Directors. Mr. Salomon, who advised Rockefeller in
connection with the transactions described in this report, is President of
Spears, Benzak, Salomon & Farrell, an investment advisory firm.
Forward-looking statements
--------------------------
This report contains forward-looking statements within the meaning of the
Federal securities laws. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy.
Agreements that the Company enters into (including with respect to the "second
phase" of the transaction described in this report) may be terminated or
abandoned for a variety of reasons, including a failure by the Company or
another party to an agreement to fulfill all conditions required for
consummation of the agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Assets Acquired:
Financial statements for the Embarcadero Center will be filed by amendment
as soon as practicable, but not later than January 26, 1999.
(b) Pro Forma Financial Information:
Pro forma financial information will be filed by amendment as soon as
practicable, but not later than January 26, 1999.
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(c) Exhibits
Exhibit No.
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99.1 Purchase and Sale Agreement, dated as of November 12, 1998, by and
between Two Embarcadero Center West and BP OFR LLC.
99.2 Contribution Agreement, dated as November 12, 1998, by and among the
Company, the Operating Partnership, Embarcadero Center Investors
Partnership ("ECIP") and the partners in ECIP listed on Exhibit A
thereto.
99.3 Contribution Agreement, dated as of November 12, 1998, by and among
the Company, the Operating Partnership, Three Embarcadero Center West
("Three ECW") and the partners in Three ECW listed on Exhibit A
thereto.
99.4 Three ECW Redemption Agreement, dated as of November 12, 1998, by and
among Three ECW, the Operating Partnership, BP EC West LLC,
Prudential, PIC Realty Corporation ("PIC") and Prudential Realty
Securities II, Inc. ("PRS II").
99.5 Three ECW Property Contribution Agreement, dated as of November 12,
1998, by and among Three ECW, Prudential, PIC, PRS II, the Operating
Partnership, the Company and BP EC West LLC.
99.6 Registration Rights and Lock-Up Agreement, dated November 12, 1998, by
and among the Company, the Operating Partnership and the Holders named
therein.
99.7 Third Amended and Restated Partnership Agreement of One Embarcadero
Center Venture, dated as of November 12, 1998, by and between Boston
Properties LLC ("BPLLC"), as managing general partner, BP EC1 Holdings
LLC ("BP EC1 LLC"), as non-managing general partner, and PIC, as non-
managing general partner.
99.8 Third Amended and Restated Partnership Agreement of Embarcadero Center
Associates, dated as of November 12, 1998, by and between BPLLC, as
managing general partner, BP EC2 Holdings LLC ("BP EC2 LLC"), as non-
managing general partner, and PIC, as non-managing general partner.
99.9 Second Amended and Restated Partnership Agreement of Three Embarcadero
Center Venture, dated as of November 12, 1998, by and between BPLLC,
as managing general partner, BP EC3 Holdings LLC ("BP EC3 LLC"), as
non-managing general partner, and Prudential, as non-managing general
partner.
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99.10 Second Amended and Restated Partnership Agreement of Four
Embarcadero Center Venture, dated as of November 12, 1998, by and
between BPLLC, as managing general partner, BP EC4 Holdings LLC ("BP
EC4 LLC"), as non-managing general partner, and Prudential, as non-
managing general partner.
99.11 Note Purchase Agreement, dated as of November 12, 1998, by and
between Prudential Realty Securities, Inc. ("PRS") and One
Embarcadero Center Venture.
99.12 Note Purchase Agreement, dated as of November 12, 1998, by and
between PRS and Embarcadero Center Associates.
99.13 Note Purchase Agreement, dated as of November 12, 1998, by and
between PRS and Three Embarcadero Center Venture.
99.14 Note Purchase Agreement, dated as of November 12, 1998, by and
between PRS and Four Embarcadero Center Venture.
99.15 Redemption Agreement, dated as of November 12, 1998, by and among
One Embarcadero Center Venture, BPLLC, BP EC1 LLC and PIC.
99.16 Redemption Agreement, dated as of November 12, 1998, by and among
Embarcadero Center Associates, BPLLC, BP EC2 LLC and PIC.
99.17 Redemption Agreement, dated as of November 12, 1998, by and among
Three Embarcadero Center Venture, BPLLC, BP EC3 LLC and Prudential.
99.18 Redemption Agreement, dated as of November 12, 1998, by and among
Four Embarcadero Center Venture, BPLLC, BP EC4 LLC and Prudential.
99.19 Option and Put Agreement, dated as of November 12, 1998, by and
between One Embarcadero Center Venture and Prudential.
99.20 Option and Put Agreement, dated as of November 12, 1998, by and
between Embarcadero Center Associates and Prudential.
99.21 Option and Put Agreement, dated as of November 12, 1998, by and
between Three Embarcadero Center Venture and Prudential.
99.22 Option and Put Agreement, dated as of November 12, 1998, by and
between Four Embarcadero Center Venture and Prudential.
99.23 Stock Purchase Agreement, dated as of September 28, 1998, by and
between the Company and Prudential.
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99.24 Certificate of Designations for the Series Two Preferred Units,
dated November 12, 1998.
99.25 Certificate of Designations for the Series Three Preferred Units,
dated November 12, 1998.
99.26 Form of Certificate of Designations for the Series A Preferred
Stock.
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S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 24, 1998
BOSTON PROPERTIES, INC.
By: /s/ William J. Wedge
_________________________________
William J. Wedge
Senior Vice President
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