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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 22, 2025
BXP, INC.
BOSTON PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrants As Specified in its Charter)
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BXP, Inc. | Delaware | 1-13087 | 04-2473675 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Boston Properties Limited Partnership | Delaware | 0-50209 | 04-3372948 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
800 Boylston Street, Suite 1900, Boston, Massachusetts 02199
(Address of Principal Executive Offices) (Zip Code)
(617) 236-3300
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | | | | | | | |
Registrant | | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
BXP, Inc. | | Common Stock, par value $0.01 per share | | BXP | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
BXP, Inc.:
Emerging growth company ☐
Boston Properties Limited Partnership:
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
BXP, Inc. ☐ Boston Properties Limited Partnership ☐
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 22, 2025, Boston Properties Limited Partnership (the “Company”), a Delaware limited partnership and the entity through which BXP, Inc. ("BXP") conducts substantially all of its business, entered into the First Amendment to Tenth Amended and Restated Credit Agreement (the "Amendment") with Bank of America, N.A., as administrative agent, and certain lenders party thereto from time to time, which amended certain terms of the Tenth Amended and Restated Credit Agreement, dated as of March 28, 2025, among the Company and the lenders identified therein (the “Credit Agreement”).
For all purposes under the Credit Agreement, the Amendment removed the SOFR conversion adjustment of 10 basis points previously applicable to Closing Date Term Loans (as defined in the Credit Agreement), of which, as of the date of the Amendment, the Company had outstanding borrowings of $700.0 million in principal amount. Other than the foregoing, the material terms of the Credit Agreement remain unchanged.
BofA Securities, Inc., as a bank and a fronting bank, JPMorgan Chase Bank, N.A., as a bank and a fronting bank, Bank of America, N.A., as agent, and each of Banco Bilbao Vizcaya Argentaria, S.A., BNY, M&T Bank, Mizuho, Morgan Stanley Bank, N.A., PNC Bank, National Association, Scotiabank, Sumitomo Mitsui Banking Corporation, TD Bank, N.A., Truist Bank, U.S. Bank National Association, and Wells Fargo Bank, N.A., as banks, the Company and BXP are each party to the Amendment.
Certain of the banks and financial institutions that are parties to the Amendment and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide, investment banking, commercial banking and other financial services to the Company and its affiliates in the ordinary course of business for which they have received and will receive customary compensation.
The foregoing summary is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit No. | | Description |
*10.1 | | |
*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.
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| 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: April 22, 2025