8-KFiling Date: Aug 31, 2026

Bxp

Other Events, Financial Statements

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ACC: 0001037540-26-000037

Event Type

Other EventsFinancial Statements
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Event Description

Item 8.01. Other Events
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On August 31, 2026, Boston Properties Limited Partnership, the operating partnership of BXP, Inc., completed the issuance and sale of $700.0 million aggregate principal amount of its 6.050% Senior Notes due 2036 pursuant to an underwriting agreement dated August 17, 2026, with J.P. Morgan Securities LLC, BBVA Securities Inc., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC acting as representatives of the underwriters. Net proceeds, after underwriting discounts and estimated transaction expenses, are estimated at approximately $692.4 million. The Partnership intends to use the net proceeds, together with available cash and/or borrowings under its unsecured revolving line of credit, to redeem or repay the $1.0 billion aggregate principal amount of its 2.750% Senior Notes due 2026 scheduled to mature on October 1, 2026; pending such use, it may repay other debt, including amounts outstanding under the revolving credit line, and/or invest the proceeds in short-term, interest-bearing deposit accounts. The Notes were issued under the indenture dated December 13, 2002 with The Bank of New York Mellon Trust Company, N.A., as supplemented by Supplemental Indenture No. 27 dated August 31, 2026, and were registered under a Form S-3 registration statement (File No. 333-294080-01), with a prospectus supplement filed August 18, 2026; the Underwriting Agreement, Supplemental Indenture No. 27, the form of the Notes, and the legality opinion and consent of Goodwin Procter LLP are filed as Exhibits 1.1, 4.1, 4.2, 5.1, and 23.1, respectively.

Original SEC Filing Text expand_more
Item 8.01. Other Events. On August 31, 2026, Boston Properties Limited Partnership (the Partnership ), the operating partnership of BXP, Inc. (the Company ), completed the issuance and sale of $700.0 million aggregate principal amount of the Partnership s 6.050% Senior Notes due 2036 (the Notes ) pursuant to an underwriting agreement, dated August 17, 2026 (the Underwriting Agreement ), by and among the Partnership and J.P. Morgan Securities LLC, BBVA Securities Inc., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives 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 $692.4 million. The Partnership intends to use the net proceeds from the sale of the Notes to fund the redemption or repayment of the $1.0 billion aggregate principal amount of the Partnership s 2.750% Senior Notes due 2026 that are scheduled to mature on October 1, 2026 (the 2026 Notes ). The Partnership intends to use available cash and/or borrowings under its unsecured revolving line of credit to fund the remaining portion of the funds needed to redeem or repay the 2026 Notes in full. Pending such use, the Partnership may repay other debt, including amounts outstanding under its unsecured revolving line of credit, and/or invest the net proceeds in short-term, interest-bearing deposit accounts. 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. 27 ( Supplemental Indenture No. 27 ) dated as of August 31, 2026. 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. 333-294080-01) (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 August 18, 2026 (the Prospectus Supplement ) pursuant to Rule 424(b)(5) under the Securities Act. Copies of the Underwriting Agreement, Supplemental Indenture No. 27 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. 27 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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Event Description

Item 9.01. Financial Statements
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Item 9.01(d) lists exhibits filed herewith: Exhibit 1.1, an Underwriting Agreement dated August 17, 2026 among Boston Properties Limited Partnership and J.P. Morgan Securities LLC, BBVA Securities Inc., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule II; Exhibit 4.1, Supplemental Indenture No. 27 dated as of August 31, 2026 between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee; and Exhibit 4.2, the Form of 6.050% Senior Notes due 2036 (attached as Exhibit A to Supplemental Indenture No. 27). Additional exhibits are 5.1 (opinion of Goodwin Procter LLP as to legality of the securities being registered), 23.1 (consent of Goodwin Procter LLP), Inline XBRL taxonomy extension documents (101.SCH, 101.LAB, 101.PRE, 101.DEF), and 104 (Cover Page Interactive Data File). The report was signed on August 31, 2026 by Michael E. LaBelle, Executive Vice President, Chief Financial Officer and Treasurer, on behalf of BXP, Inc. and on behalf of Boston Properties Limited Partnership by BXP, Inc., its general partner.

Original SEC Filing Text expand_more
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description *1.1 Underwriting Agreement, dated August 17, 2026, by and among Boston Properties Limited Partnership and J.P. Morgan Securities LLC, BBVA Securities Inc., BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule II thereto. *4.1 Supplemental Indenture No. 27, dated as of August 31, 2026, between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as Trustee. *4.2 Form of 6.050% Senior Notes due 2036 (attached as Exhibit A to Supplemental Indenture No. 27 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.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 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: August 31, 2026

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