UNITED STATES

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): April 15, 2013

 

 

BOSTON PROPERTIES, INC.

(Exact Name of Registrant As Specified in Charter)

 

 

 

Delaware		1-13087		04-2473675
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01

Other Events.

On April 15, 2013, Boston Properties, Inc. (the “Company”) announced that holders of the 3.75% Exchangeable Senior Notes due 2036 (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”)). In connection with the Put Right, on April 15, 2013, the Operating Partnership distributed a Put Right Notice to the holders of the Notes and filed a Schedule TO with the Securities and Exchange Commission. The opportunity to exercise the Put Right will expire at 5:00 p.m., New York City time, on May 13, 2013.

On April 15, 2013, the Company also announced that the Operating Partnership issued a notice of redemption to the holders of the Notes to redeem, on May 18, 2013 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date pursuant to its option under the Indenture.

In connection with the redemption, holders of the Notes have the right to exchange their Notes prior to 5:00 p.m., New York City time, on May 16, 2013 in accordance with the terms of, and for the consideration set forth in, the Indenture. 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.

As of April 15, 2013, there was approximately $450,000,000 aggregate principal amount of the Notes outstanding.

In connection with the redemption, the Company filed with the Securities and Exchange Commission a prospectus supplement dated April 15, 2013 (the “Prospectus Supplement”) to its prospectus dated August 9, 2011, which was included in its automatic shelf registration statement on Form S-3 (No. 333-176157) (the “Registration Statement”). The Prospectus Supplement relates to up to 656,816 shares of the Company’s common stock that may be issued from time to time if, and to the extent that, holders of Notes exercise their rights to exchange their Notes and the Operating Partnership elects to deliver shares of the Company’s common stock for any portion of any net amount deliverable upon exchange of the Notes.

The foregoing description is only a summary and is qualified in its entirety by reference to the Put Right Notice, the press release announcing the repurchase offer and the redemption, the notice of redemption and the Indenture, each of which is included as an exhibit hereto and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
5.1		Opinion of Goodwin Procter LLP as to the legality of the securities being registered.
23.1		Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference).

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99.1		Put Right Notice, dated April 15, 2013 (incorporated by reference to Exhibit (a)(1)(A) to Boston Properties Limited Partnership’s Schedule TO filed on April 15, 2013).
99.2		Press Release, dated April 15, 2013 (incorporated by reference to Exhibit (a)(5)(A) to Boston Properties Limited Partnership’s Schedule TO filed on April 15, 2013).
99.3		Notice of Redemption, dated April 15, 2013 (incorporated by reference to Exhibit (d)(5) to Boston Properties Limited Partnership’s Schedule TO filed on April 15, 2013).
99.4		Indenture, dated as of December 13, 2002, by and between Boston Properties Limited Partnership and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Boston Properties, Inc.’s Current Report on Form 8-K/A filed on December 13, 2002).
99.5		Supplemental Indenture No. 5, dated as of April 6, 2006, by and between Boston Properties Limited Partnership and The Bank of New York Trust Company, N.A., as Trustee, including a form of the 3.75% Exchangeable Senior Note due 2036 (incorporated by reference to Exhibit 4.1 to Boston Properties, Inc.’s Quarterly Report on Form 10-Q filed on May 10, 2006).

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SIGNATURES

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.

 

				BOSTON PROPERTIES, INC.
Date: April 15, 2013				By:		/s/ Michael E. LaBelle
				Name:		Michael E. LaBelle
				Title:		Senior Vice President, Chief Financial Officer and Treasurer

Exhibit 5.1

[Goodwin Procter Letterhead]

April 15, 2013

Boston Properties, Inc.

The Prudential Center

800 Boylston Street, Suite 1900

Boston, MA 02199-8103

 

Re:

Securities Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

Reference is made to our opinion letter dated August 9, 2011 and included as Exhibit 5.1 to the Registration Statement on Form S-3ASR (the “Registration Statement”) filed on August 9, 2011 by Boston Properties, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement became effective upon filing on August 9, 2011. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on April 15, 2013 by the Company with the Commission pursuant to Rule 424(b) under the Securities Act. The Prospectus Supplement relates to the issuance by the Company of up to 656,816 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). The Shares may be issued by the Company to the holders of Boston Properties Limited Partnership’s 3.75% Exchangeable Senior Notes due 2036 (the “Notes”), to the extent that Boston Properties Limited Partnership, a Delaware limited partnership and the Company’s operating partnership (“BPLP”), elects to deliver the Shares upon the exchange of the Notes instead of paying cash for any amount payable upon such exchange in excess of the principal amount of the Notes, in accordance with the terms of the Indenture, dated December 13, 2002, as supplemented by Supplemental Indenture No. 5, dated April 6, 2006, between BPLP and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, in the future, the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under the Company’s Certificate of Incorporation, as amended and then in effect (the “Charter”), such that the number of authorized but unissued shares of Common Stock under the Charter is less than the number of unissued Shares.

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Boston Properties, Inc.

April 15, 2013

Page 2

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

Based on the foregoing, we are of the opinion that the Shares have been duly authorized, and when and to the extent issued in exchange for the Notes as provided in the Indenture, will be validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated April 15, 2013 which is incorporated by reference into the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement and Prospectus Supplement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.