Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet
Arrangement of a Registrant.
On June 15, 2021, Boston Properties Limited Partnership (the "Company"), a
Delaware limited partnership and the entity through which Boston Properties,
Inc. conducts substantially all of its business, amended and restated its
revolving credit agreement (as amended and restated, the "2021 Credit
Facility"). The 2021 Credit Facility provides for borrowings of up to
$1.5 billion through an unsecured revolving credit facility (the "Revolving
Facility"), subject to customary conditions. Among other things, the amendment
and restatement (1) extended the maturity date to June 15, 2026, (2) eliminated
the $500.0 million delayed draw term loan facility provided under the previous
credit agreement, (3) reduced the per annum variable interest rates on
borrowings and (4) added a sustainability-linked pricing component. Under the
2021 Credit Facility, the Company may increase the total commitment by up to
$500.0 million by increasing the amount of the Revolving Facility and/or by
incurring one or more term loans, in each case, subject to syndication of the
increase and other conditions.
At the Company's option, loans under the 2021 Credit Facility will bear interest
at a rate per annum equal to:
1. (a) in the case of loans denominated in Dollars, LIBOR, (b) in the case
of loans denominated in Euro, EURIBOR, (c) in the case of loans
denominated in Canadian Dollars, CDOR, and (d) in the case of loans
denominated in Sterling, SONIA, in each case, plus a margin ranging from
70.0 to 140.0 basis points based on the Company's credit rating; or
2. an alternate base rate equal to the greatest of (a) the Federal Funds
rate plus 1/2 of 1%, (b) the Administrative Agent's prime rate, (c) LIBOR
period plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging
from 0 to 40 basis points based on the Company's credit rating.
The 2021 Credit Facility also features a sustainability-linked pricing component
such that if the Company meets certain sustainability performance targets, the
applicable per annum interest rate will be reduced by one basis point. The LIBOR
replacement provisions in the 2021 Credit Facility permit the use of rates based
on the secured overnight financing rate ("SOFR") administered by the Federal
Reserve Bank of New York plus an applicable spread adjustment. In addition, the
2021 Credit Facility contains a competitive bid option for up to 65% of the
Revolving Facility that allows banks that are part of the lender consortium to
bid to make loan advances to the Company at a reduced interest rate.
Based on the Company's current credit rating, (1) the applicable Eurocurrency
and LIBOR Daily Floating Rate margins are 77.5 basis points, (2) the alternate
base rate margin is 0 basis points and (3) the facility fee is 0.15% per annum.
Pursuant to the 2021 Credit Facility, the Company is obligated to pay (1) in
quarterly installments a facility fee on the total commitment under the
Revolving Facility at a rate per annum ranging from 0.10% to 0.30% based on the
Company's credit rating and (2) an annual fee on the undrawn amount of each
letter of credit ranging from 70.0 to 140.0 basis points based on the Company's
The 2021 Credit F
cility contains customary representations and warranties, affirmative and
negative covenants, and events of default provisions, including the failure to
pay indebtedness, breaches of covenants and bankruptcy and other insolvency
events, which could result in the acceleration of the obligation to repay all
outstanding amounts and the cancellation of all commitments outstanding under
the Credit Agreement. Among other covenants, the 2021 Credit Facility requires
that BPLP maintain on an ongoing basis: (1) a leverage ratio not to exceed 60%,
however, the leverage ratio may increase to no greater than 65% provided that it
is reduced back to 60% within one year, (2) a secured debt leverage ratio not to
exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured
debt leverage ratio not to exceed 60%, however, the unsecured debt leverage
ratio may increase to no greater than 65% provided that it is reduced to 60%
within one year, (5) an unsecured debt interest coverage ratio of at least 1.75
and (6) limitations on permitted investments.
The 2021 Credit Facility was arranged by BofA Securities, Inc. and JPMorgan
Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, with Bank of
America, N.A., as Administrative Agent, Sustainability Agent and lender,
JPMorgan Chase Bank, N.A., as Syndication Agent and lender, The Bank of New York
Mellon, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., PNC
Bank, National Association, U.S. Bank National Association, Wells Fargo Bank,
N.A., TD Bank, N.A.,
Bank of Nova Scotia, Truist Bank and Citibank, N.A. as Documentation Agents, and
Mizuho Bank, Ltd. as Managing Agents, and a syndicate of banks named therein as
The foregoing summary is qualified in its entirety by reference to the Ninth
Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 to this
Current Report on
Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
*10.1 Ninth Amended and Restated Credit Agreement, dated as of June 15,
2021, among Boston Properties Limited Partnership and the lenders
*101.SCH Inline XBRL Taxonomy Extension Schema Document.
*101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
*104 Cover Page Interactive Data File (formatted as Inline XBRL with
applicable taxonomy extension information contained in
* Filed herewith.
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