BOSTON--(BUSINESS WIRE)--Jan. 10, 2012--
Boston Properties, Inc. (NYSE: BXP), a real estate investment
trust, announced today that holders of the 2.875% Exchangeable Senior
Notes due 2037 (CUSIP Numbers: 10112RAK0 and 10112RAH7) (the “Notes”) of
its operating partnership, Boston Properties Limited Partnership (the
“Operating Partnership”), have the right to surrender their Notes for
purchase by the Operating Partnership pursuant to their option (the “Put
Right”) under the Indenture governing the Notes, dated as of December
13, 2002 (the “Base Indenture”), as supplemented by Supplemental
Indenture No. 6, dated as of February 6, 2007 (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”). The
Put Right entitles each holder of the Notes to require the Operating
Partnership to purchase all or any part of such holder's Notes on
February 15, 2012 (the “Repurchase Date”) at a purchase price (the
“Repurchase Price”) equal to 100% of the principal amount of the Notes,
plus accrued and unpaid interest thereon up to, but excluding, the
Repurchase Date.
The opportunity to exercise the Put Right commences today at 9:00 a.m.,
New York City time, and expires at 5:00 p.m., New York City time, on
Wednesday, February 8, 2012, which is the fifth business day immediately
preceding the Repurchase Date. In order to exercise the Put Right and
receive the Repurchase Price, or withdraw Notes previously surrendered,
a holder must follow the procedures set forth in the Put Right Notice,
which is being delivered to all registered holders of the Notes.
None of the Company, the Operating Partnership or the Company's board of
directors or employees has made or is making any representation or
recommendation as to whether or not any holder should surrender any
Notes.
Redemption
In addition, the Company announced today that the Operating Partnership
issued a notice of redemption to the holders of the Notes to redeem any
Notes outstanding on February 20, 2012 (the “Redemption Date”) pursuant
to its option under Section 3.01 of the Supplemental Indenture and
Article 11 of the Base Indenture. As a result, Notes with respect to
which the Put Right is not exercised (or with respect to which the Put
Right is exercised and subsequently withdrawn prior to the withdrawal
deadline) and that are not surrendered for exchange prior to 5:00 p.m.,
New York City time, on February 16, 2012, will be redeemed by the
Operating Partnership on the Redemption Date at a redemption price equal
to 100% of the principal amount of the Notes plus accrued and unpaid
interest thereon to, but excluding, the Redemption Date (the “Redemption
Price”). As of January 9, 2012, there was approximately $576,194,000
aggregate principal amount of the Notes outstanding.
Exchange Rights
In connection with the redemption, holders of the Notes have the right
to exchange their Notes at any time prior to 5:00 p.m., New York City
time, on February 16, 2012, the second business day immediately prior to
the Redemption Date, subject to the terms, conditions and adjustments
set forth in the Indenture, for consideration with a value per $1,000
principal amount of Notes exchanged equal to the value of 7.0430 shares
of the Company’s common stock over a 20 trading day observation period
beginning on and including the second trading day after the exercise of
the exchange right. Generally, for each day in the observation period
holders that exercise the exchange right will receive the following for
each $1,000 in principal amount of Notes exchanged: (1) an amount in
cash equal to the lesser of $50 and 1/20 of the value of 7.0430 shares
of the Company’s common stock on such day and (2) to the extent that the
value of 7.0430 shares of the Company’s common stock on such day exceeds
the aggregate principal amount of the Notes being exchanged, an amount
in cash or shares of the Company’s common stock, at the Operating
Partnership’s option, with a value equal to the amount of such excess.
Notes with respect to which the Put Right has been exercised may be
exchanged only if such exercise is withdrawn in accordance with the
terms of the Indenture and the Put Right Notice prior to the withdrawal
deadline.
Holders of Notes that exercise the exchange right will not receive any
separate payment for accrued and unpaid interest; provided that holders
of record as of February 1, 2012 of Notes that are subsequently
exchanged will still be entitled to receive the regularly scheduled
February 15, 2012 interest payment with respect to such Notes.
Additional Information
At the Company’s request, The Bank of New York Mellon Trust Company,
N.A., the Trustee, Paying Agent and Exchange Agent for the Notes, is
delivering a Put Right Notice and Notice of Redemption to all registered
holders of the Notes. In addition, the Company and the Operating
Partnership will file the Put Right Notice with a Tender Offer Statement
on Schedule TO with the Securities and Exchange Commission today. Copies
of the Put Right Notice, Notice of Redemption and additional information
relating to the procedure for the surrender, exchange and/or redemption
of the Notes may be obtained from The Bank of New York Mellon Trust
Company, N.A. by calling (212) 815-5788.
Boston Properties, Inc. is a fully integrated, self-administered and
self-managed real estate investment trust that develops, redevelops,
acquires, manages, operates and owns a diverse portfolio of Class A
office space, one hotel, two residential properties and three retail
properties. The Company is one of the largest owners and developers of
Class A office properties in the United States, concentrated in five
markets - Boston, Midtown Manhattan, Washington, D.C., San Francisco and
Princeton, N.J.
Source: Boston Properties, Inc.
Boston Properties, Inc.
Michael Walsh, 617-236-3410
Senior
Vice President, Finance
or
Arista Joyner, 617-236-3343
Investor
Relations Manager