Filed Pursuant to Rule 433
Registration Statement No. 333-176157-01
Relating to Preliminary Prospectus Supplement dated May 31, 2012 and
Prospectus dated August 9, 2011
Boston Properties Limited Partnership
$1,000,000,000 3.85% Senior Notes due 2023
| Issuer: | Boston Properties Limited Partnership | |
| Type: | SEC Registered | |
| Size: | $1,000,000,000 | |
| Maturity: | February 1, 2023 | |
| Coupon (Interest Rate): | 3.85% | |
| Benchmark Treasury: | 1.75% due May 15, 2022 | |
| Benchmark Treasury Price / Yield: | 101-19; 1.576% | |
| Spread to Benchmark Treasury: | 2.30% (T +230 basis points) | |
| Yield to Maturity: | 3.876% | |
| Expected Ratings* (Moody’s / Standard & Poor’s / Fitch Ratings): |
Baa2 (stable) / A- (stable) / BBB (stable) | |
| Interest Payment Dates: | February 1 and August 1, commencing August 1, 2012 | |
| Day Count Convention: | 30 / 360 | |
| Redemption Provision: | Make-whole call at any time before 90 days prior to February 1, 2023 based on U.S. Treasury plus 35 basis points, or at par thereafter | |
| Initial Price to Public: | 99.779% | |
| Settlement Date: | T+7; June 11, 2012 | |
| Denominations: | $1,000 × $1,000 | |
| CUSIP / ISIN: | 10112R AU8 / US10112RAU86 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Deutsche Bank Securities Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | BNY Mellon Capital Markets, LLC Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
| * | Ratings may be changed, suspended or withdrawn at any time and are not a recommendation to buy, hold or sell any security. |
The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
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