Item 8.01.  Other Events.
Issuance of Senior Notes due 2033
On September 29, 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 2.450% Senior Notes due 2033 (the "Notes")
pursuant to an underwriting agreement dated September 15, 2021 (the
"Underwriting Agreement"), by and among the Partnership and BNY Mellon Capital
Markets, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Truist
Securities, Inc. and Wells Fargo Securities, 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 $842.5 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 intends to use the net proceeds from the offering to
fund the redemption of the $1.0 billion aggregate principal amount of its 3.85%
senior notes due 2023 that are scheduled to mature on February 1, 2023 (the
"2023 Notes"). The Partnership intends to use available cash and/or borrowings
under its $1.5 billion unsecured revolving credit facility to fund the remaining
portion of the funds needed to redeem the 2023 Notes in full. Pending the use of
the net proceeds from the offering to redeem the 2023 Notes, the Partnership may
invest the net proceeds in short-term, interest-bearing deposit accounts. 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. 23 ("Supplemental Indenture
No. 23") dated as of September 29, 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 September 16, 2021 (the "Prospectus Supplement") pursuant to Rule
424(b)(5) under the Securities Act.
Copies of the Underwriting Agreement, Supplemental Indenture No. 23 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. 23 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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Redemption of Senior Notes due 2023
The Company has elected to redeem the 2023 Notes on October 15, 2021 (the
"Redemption Date"). The redemption price for the 2023 Notes will equal the
greater of (i) 100% of the principal amount of the 2023 Notes to be redeemed or
(ii) the sum of (A) the present values as of the Redemption Date of the
remaining scheduled payments of principal and interest thereon from the
Redemption Date to the date of maturity (except for currently accrued but unpaid
interest) discounted to the Redemption Date, on a semi-annual basis at a rate
equal to the yield to maturity of a comparable United States Treasury security
plus 35 basis points, plus (B) accrued and unpaid interest to, but not
including, the Redemption Date. The redemption price will be calculated three
business days prior to the Redemption Date and will be payable on the Redemption
Date in accordance with the terms of the 2023 Notes. In connection with the
redemption of the 2023 Notes, the Company expects that it will record a loss
from early extinguishment of debt in the fourth quarter of 2021.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.               Description
*1.1                        Underwriting Agreement, dated September 15,

2021, by and among Boston

Properties Limited Partnership and BNY Mellon

Capital Markets, LLC, BofA

Securities, Inc., J.P. Morgan Securities LLC,

Truist Securities, Inc. and

Wells Fargo Securities, LLC, as managers of the

several underwriters named


                          in Schedule II thereto.
*4.1                        Supplemental Indenture No. 23, dated as of

September 29, 2021, between

Boston Properties Limited Partnership and The

Bank of New York Mellon Trust

Company, N.A., as Trustee.
*4.2                        Form of 2.450% Senior Notes due 2033 (attached as Exhibit A to
                          Supplemental Indenture No. 23 filed as Exhibit 4.1 hereto).
                            Opinion of Goodwin Procter LLP as to the legality of the securities being
*5.1                      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.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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