Boston Properties Enters Material Agreement, Discloses Financial Obligations

TL;DR

BXP filed an 8-K detailing a material agreement and new financial obligations.

AI Summary

On September 24, 2025, Boston Properties Ltd Partnership entered into a material definitive agreement, likely related to financing or a significant transaction. The company also disclosed the creation of a direct financial obligation and potentially unregistered sales of equity securities. This filing indicates a significant event impacting the company's financial structure.

Why It Matters

This filing signals a potentially significant financial event for Boston Properties, which could impact its debt, equity, and overall financial strategy.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and potential equity issuance, which can introduce financial risk and dilution.

Key Players & Entities

• Boston Properties Ltd Partnership (company) — Filer
• BXP, Inc. (company) — Related Filer
• September 24, 2025 (date) — Date of Material Definitive Agreement

FAQ

Key Financial Figures

• $0.01 — ered BXP, Inc. Common Stock, par value $0.01 per share BXP New York Stock Exchange
• $1.0 billion — y ") completed the issuance and sale of $1.0 billion aggregate principal amount of the Partn
• $150,000,000 — al purchasers to purchase an additional $150,000,000 aggregate principal amount of the Notes
• $1,000 — 10.8180 shares of the common stock per $1,000 principal amount of Notes, which repres
• $92.44 — initial exchange price of approximately $92.44 per share of the common stock. The exch
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $50,000,000 — non-recourse indebtedness) of at least $50,000,000; (vi) the Partnership or the Company de
• $105.6440 — e Capped Call Transactions is initially $105.6440 per share, which represents a premium o
• $75.46 — 0% over the last reported sale price of $75.46 per share of the common stock on Septem

Filing Documents

• bxp-20250924.htm (8-K) — 69KB
• exhibit41.htm (EX-4.1) — 894KB
• exhibit43.htm (EX-4.3) — 284KB
• exhibit10192025.htm (EX-10.1) — 315KB
• exhibit991.htm (EX-99.1) — 16KB
• exhibit992.htm (EX-99.2) — 18KB
• image_0.jpg (GRAPHIC) — 5KB
• image_01.jpg (GRAPHIC) — 5KB
• screenshot2025-09x29070500.jpg (GRAPHIC) — 6KB
• screenshot2025-09x29074013.jpg (GRAPHIC) — 6KB
• screenshot2025-09x29074134.jpg (GRAPHIC) — 7KB
• screenshot2025-09x29074224.jpg (GRAPHIC) — 7KB
• screenshot2025-09x29074325.jpg (GRAPHIC) — 6KB
• screenshot2025-09x29074408.jpg (GRAPHIC) — 9KB
• 0001037540-25-000004.txt ( ) — 2050KB
• bxp-20250924.xsd (EX-101.SCH) — 2KB
• bxp-20250924_def.xml (EX-101.DEF) — 14KB
• bxp-20250924_lab.xml (EX-101.LAB) — 26KB
• bxp-20250924_pre.xml (EX-101.PRE) — 15KB
• bxp-20250924_htm.xml (XML) — 4KB

01. Entry into or Amendment of a Material Definitive Agreement

Item 1.01. Entry into or Amendment of a Material Definitive Agreement. On September 29, 2025, Boston Properties Limited Partnership (the " Partnership "), the operating partnership of BXP, Inc. (the " Company ") completed the issuance and sale of $1.0 billion aggregate principal amount of the Partnership's 2.00% Exchangeable Senior Notes due 2030 (the " Notes ") pursuant to the purchase agreement among the Partnership, the Company and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the initial purchasers of the Notes, which included the full exercise of the option granted to the initial purchasers to purchase an additional $150,000,000 aggregate principal amount of the Notes. Indenture and Notes The Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of September 29, 2025, among the Partnership, the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the " Trustee "). The Notes are senior, unsecured obligations of the Partnership, and are equal in right of payment with the existing and future senior, unsecured indebtedness of the Partnership, senior in right of payment to future indebtedness of the Partnership that is expressly subordinated to the Notes and effectively subordinated to the future secured indebtedness of the Partnership to the extent of the value of the collateral securing that indebtedness. The Notes are also structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Partnership is not a holder thereof) preferred equity, if any, of the subsidiaries of the Partnership. The Notes accrue interest at a rate of 2.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Notes will mature on October 1, 2030, unless earlier exchanged or repurchased or redeemed

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon exchange of the Notes will be issued in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. Initially, a maximum of 13,252,000 shares of the Company's common stock may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 13.2520 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Other Events

Item 8.01. Other Events. On September 24, 2025, the Company issued a press release announcing the launch of the offering of the Notes in a private offering that is exempt from the registration requirements of the Securities Act (the " Offering "). On September 25, 2025, the Company issued a press release announcing the pricing of the Notes to be issued in the Offering. A copy of the foregoing press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated into this Item 8.01 by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description *4.1 Indenture, dated as of September 29, 2025, among Boston Properties Limited Partnership, as issuer, BXP, Inc., and The Bank of New York Mellon Trust Company, N.A., as trustee. *4.2 Form of certificate representing the 2.00% Exchangeable Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). *4.3 Registration Rights Agreement, dated as of September 29, 2025, among Boston Properties Limited Partnership, BXP, Inc., and the initial purchasers named therein. *10.1 Form of Capped Call Transaction Confirmation. *99.1 Launch Press Release, dated September 24, 2025. *99.2 Pricing Press Release, date September 25, 2025. *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.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. BXP, INC. By: /s/ MICHAEL E. LABELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer BOSTON PROPERTIES LIMITED PARTNERSHIP By: BXP, Inc., its General Partner By: /s/ MICHAEL E. LABELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer Date: September 29, 2025

View Full Filing

View this 8-K filing on SEC EDGAR