BOSTON--(BUSINESS WIRE)--Apr. 15, 2013--
Boston Properties, Inc. (NYSE: BXP), a real estate investment
trust, announced today that holders of the 3.75% Exchangeable Senior
Notes due 2036 (CUSIP Number: 10112RAG9) (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. 5,
dated as of April 6, 2006 (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 May 18, 2013 (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
Monday, May 13, 2013, 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 May 18, 2013 (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exercised and subsequently withdrawn prior to the withdrawal deadline)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 May 16, 2013, 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 April 15, 2013, there was $450,000,000 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 May 16, 2013, 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 10.0066 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 10.0066 shares
of the Company’s common stock on such day and (2) to the extent that the
value of 10.0066 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.
The Company intends to issue shares of its common stock for such excess
portion, if any, of the exchange value on any day in the observation
period that exceeds 1/20 of the aggregate principal amount of the Notes
being exchanged. 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 May 1, 2013 of Notes that are subsequently exchanged
will still be entitled to receive the regularly scheduled May 15, 2013
interest payment with respect to such Notes.
Additional Information
At the Operating Partnership’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, three residential properties and four 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, New York, Princeton, San Francisco and Washington, DC.
Source: Boston Properties, Inc.
Boston Properties, Inc.
Michael Walsh, 617-236-3410
Senior
Vice President, Finance
Arista Joyner, 617-236-3343
Investor
Relations Manager