Boston Properties, Inc. 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subsequently withdrawn prior to the withdrawal deadline) and that are not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.
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