Item 8.01 Other Events.




On March 16, 2021, Boston Properties Limited Partnership (the "Partnership"),
the operating partnership of Boston Properties, Inc. (the "Company"), completed
the issuance and sale of $850.0 million aggregate principal amount of the
Partnership's 2.550% Senior Notes due 2032 (the "Notes") pursuant to an
underwriting agreement dated March 2, 2021 (the "Underwriting Agreement"), by
and among the Partnership and BofA Securities, Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and T.D. Securities
(USA) LLC, as managers of the several underwriters named in Schedule II thereto
(the "Underwriters"), whereby the Partnership agreed to sell and the
Underwriters agreed to purchase from the Partnership, subject to and upon the
terms and conditions set forth in the Underwriting Agreement, the Notes.
The net proceeds to the Partnership from the sale of the Notes, after deducting
underwriting discounts and estimated transaction expenses, are estimated to be
approximately $839.2 million. The Partnership intends to allocate an amount
equal to the net proceeds from the offering to the financing and refinancing of
recently completed and future eligible green projects (as such term is defined
in the Prospectus Supplement, defined below) in the United States. Pending such
allocation, the Partnership may use the net proceeds from the offering to repay
all amounts outstanding under its $500.0 million delayed draw term loan
facility, to redeem all of its outstanding Series B Preferred Units (the "Series
B Preferred Units") that are held by the Company, and are equal in number to and
have substantially identical economic terms as the Company's outstanding 5.25%
Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock"),
and for other uses. Pending such uses, the Partnership may invest the net
proceeds in short-term, interest-bearing deposit accounts. The Company intends
to use the amounts received from the Partnership upon redemption of the Series B
Preferred Units to redeem all of its outstanding shares of Series B Preferred
Stock. Net proceeds allocated to previously incurred costs associated with
eligible green projects will be available for repayment of debt or other uses.
The Notes were issued under the indenture, dated as of December 13, 2002,
between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as
successor to The Bank of New York Mellon, formerly known as The Bank of New
York), as supplemented by Supplemental Indenture No. 22 ("Supplemental Indenture
No. 22") dated as of March 16, 2021.
The offer and sale of the Notes were registered with the Securities and Exchange
Commission (the "Commission") pursuant to a registration statement on Form
S-3
(File
No. 333-238607-01)
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). The material terms of the Notes are described in a prospectus
supplement filed by the Partnership with the Commission on March 3, 2021 (the
"Prospectus Supplement") pursuant to Rule 424(b)(5) under the Securities Act.
Copies of the Underwriting Agreement, Supplemental Indenture No. 22 and the form
of the Notes are attached hereto as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2,
respectively, and are incorporated herein by reference. The foregoing summaries
do not purport to be complete and are qualified in their entirety by reference
to the Underwriting Agreement, Supplemental Indenture No. 22 and the form of the
Notes.
Additionally, in connection with the filing of the Underwriting Agreement, the
Partnership is filing the opinion and consent of its counsel, Goodwin Procter
LLP, regarding the legality of the securities being registered as Exhibits 5.1
and 23.1 hereto, respectively, which are incorporated by reference into the
Registration Statement.
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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits
    .



Exhibit No.    Exhibit

+1.1             Underwriting Agreement, dated March 2, 2021, by and among Boston
               Properties Limited Partnership and BofA Securities, Inc., Deutsche
               Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley &
               Co. LLC and T.D. Securities (USA) LLC, as managers of the several
               underwriters named in Schedule II thereto.

+4.1             Supplemental Indenture No. 22, dated as of March 16, 2021, between
               Boston Properties Limited Partnership and The Bank of New York
               Mellon Trust Company, N.A., as Trustee.

+4.2             Form of 2.550% Senior Notes due 2032 (attached as Exhibit A to
               Supplemental Indenture No. 22 filed as Exhibit 4.1 hereto).

+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).

+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 Exhibits
               101.*).

+              Filed herewith.

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