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BXP, Inc. (NYSE:BXP) ("BXP"), the largest publicly traded developer, owner and manager of premier workplaces in the United States, announced today that its operating partnership, Boston Properties Limited Partnership ("BPLP"), intends to offer, subject to market and other conditions, $600.0 million aggregate principal amount of exchangeable senior notes due 2030 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). BPLP also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $90.0 million aggregate principal amount of notes.
In connection with the pricing of the notes, BPLP and BXP expect to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates or certain other financial institutions (the "option counterparties"). The capped call transactions will cover, subject to customary adjustments, the number of shares of BXP's common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to BXP's common stock upon any exchange of notes and/or offset any cash payments BPLP is required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap.
BPLP intends to use the net proceeds from the offering to pay the cost of the capped call transactions, and the remainder to fund in part the repayment or redemption, as applicable, of the $1.0 billion aggregate principal amount of its 3.650% senior notes due 2026 that are scheduled to mature on February 1, 2026 (the "2026 Notes"). BPLP intends to use available cash and/or borrowings under its unsecured revolving credit facility (the "Revolving Facility") to fund the remaining portion of the funds needed to repay or redeem the 2026 Notes in full. If the initial purchasers exercise their option to purchase additional notes, BPLP expects to use a portion of the proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties. Pending the use of the net proceeds from the offering to repay or redeem the 2026 Notes, BPLP may repay other debt, including amounts outstanding under the Revolving Facility, and/or invest the net proceeds in short-term, interest-bearing deposit accounts.
Posted In: BXP
