Boston Properties Announces Repurchase at Option of Holders and Redemption of 3.75% Exchangeable Senior Notes Due 2036

  Boston Properties Announces Repurchase at Option of Holders and Redemption
  of 3.75% Exchangeable Senior Notes Due 2036

Business Wire

BOSTON -- April 15, 2013

Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, announced
today that holders of the 3.75% Exchangeable Senior Notes due 2036 (CUSIP
Number: 10112RAG9) (the “Notes”) of its operating partnership, Boston
Properties Limited Partnership (the “Operating Partnership”), have the right
to surrender their Notes for purchase by the Operating Partnership pursuant to
their option (the “Put Right”) under the Indenture governing the Notes, dated
as of December13, 2002 (the “Base Indenture”), as supplemented by
Supplemental Indenture No.5, dated as of April6, 2006 (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”). The Put
Right entitles each holder of the Notes to require the Operating Partnership
to purchase all or any part of such holder’s Notes on May 18, 2013 (the
“Repurchase Date”) at a purchase price (the “Repurchase Price”) equal to 100%
of the principal amount of the Notes, plus accrued and unpaid interest thereon
up to, but excluding, the Repurchase Date.

The opportunity to exercise the Put Right commences today at 9:00 a.m., New
York City time, and expires at 5:00 p.m., New York City time, on Monday, May
13, 2013, which is the fifth business day immediately preceding the Repurchase
Date. In order to exercise the Put Right and receive the Repurchase Price, or
withdraw Notes previously surrendered, a holder must follow the procedures set
forth in the Put Right Notice, which is being delivered to all registered
holders of the Notes.

None of the Company, the Operating Partnership or the Company’s board of
directors or employees has made or is making any representation or
recommendation as to whether or not any holder should surrender any Notes.

Redemption

In addition, the Company announced today that the Operating Partnership issued
a notice of redemption to the holders of the Notes to redeem any Notes
outstanding on May 18, 2013 (the “Redemption Date”) pursuant to its option
under Section3.01 of the Supplemental Indenture and Article 11 of the Base
Indenture.As a result, Notes with respect to which the Put Right is not
exercised (or with respect to which the Put Right is exercised and
subsequently withdrawn prior to the withdrawal deadline) and that are not
surrendered for exchange prior to 5:00 p.m., New York City time, on May16,
2013, will be redeemed by the Operating Partnership on the Redemption Date at
a redemption price equal to 100% of the principal amount of the Notes plus
accrued and unpaid interest thereon to, but excluding, the Redemption Date
(the “Redemption Price”). As of April 15, 2013, there was $450,000,000
aggregate principal amount of the Notes outstanding.

Exchange Rights

In connection with the redemption, holders of the Notes have the right to
exchange their Notes at any time prior to 5:00 p.m., New York City time, on
May 16, 2013, the second business day immediately prior to the Redemption
Date, subject to the terms, conditions and adjustments set forth in the
Indenture, for consideration with a value per $1,000 principal amount of Notes
exchanged equal to the value of 10.0066 shares of the Company’s common stock
over a 20 trading day observation period beginning on and including the second
trading day after the exercise of the exchange right. Generally, for each day
in the observation period, holders that exercise the exchange right will
receive the following for each $1,000 in principal amount of Notes exchanged:
(1)an amount in cash equal to the lesser of $50 and 1/20 of the value of
10.0066 shares of the Company’s common stock on such day and (2)to the extent
that the value of 10.0066 shares of the Company’s common stock on such day
exceeds the aggregate principal amount of the Notes being exchanged, an amount
in cash or shares of the Company’s common stock, at the Operating
Partnership’s option, with a value equal to the amount of such excess. The
Company intends to issue shares of its common stock for such excess portion,
if any, of the exchange value on any day in the observation period that
exceeds 1/20 of the aggregate principal amount of the Notes being exchanged.
Notes with respect to which the Put Right has been exercised may be exchanged
only if such exercise is withdrawn in accordance with the terms of the
Indenture and the Put Right Notice prior to the withdrawal deadline.

Holders of Notes that exercise the exchange right will not receive any
separate payment for accrued and unpaid interest; provided that holders of
record as of May1, 2013 of Notes that are subsequently exchanged will still
be entitled to receive the regularly scheduled May15,2013 interest payment
with respect to such Notes.

Additional Information

At the Operating Partnership’s request, The Bank of New York Mellon Trust
Company, N.A., the Trustee, Paying Agent and Exchange Agent for the Notes, is
delivering a Put Right Notice and Notice of Redemption to all registered
holders of the Notes. In addition, the Company and the Operating Partnership
will file the Put Right Notice with a Tender Offer Statement on Schedule TO
with the Securities and Exchange Commission today. Copies of the Put Right
Notice, Notice of Redemption and additional information relating to the
procedure for the surrender, exchange and/or redemption of the Notes may be
obtained from The Bank of New York Mellon Trust Company, N.A. by calling
(212)815-5788.

Boston Properties, Inc. is a fully integrated, self-administered and
self-managed real estate investment trust that develops, redevelops, acquires,
manages, operates and owns a diverse portfolio of Class A office space, one
hotel, three residential properties and four retail properties. The Company is
one of the largest owners and developers of Class A office properties in the
United States, concentrated in five markets – Boston, New York, Princeton, San
Francisco and Washington, DC.

Contact:

Boston Properties, Inc.
Michael Walsh, 617-236-3410
Senior Vice President, Finance
Arista Joyner, 617-236-3343
Investor Relations Manager
 
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