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  4. [8-K] BXP, Inc. Reports Material Event

BXP issues $700M 6.05% notes due 2036

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BXP, Inc. (BXP) reports that its operating partnership, Boston Properties Limited Partnership, has issued and sold $700.0 million aggregate principal amount of 6.050% Senior Notes due 2036 under an existing shelf registration and an underwriting agreement dated August 17, 2026.

Net proceeds are estimated at $692.4 million. The partnership intends to use these proceeds primarily to redeem or repay its $1.0 billion aggregate principal amount of 2.750% Senior Notes due 2026, which mature on October 1, 2026, funding the remaining amount with cash and/or borrowings under its unsecured revolving credit line.

Positive

  • None.

Negative

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Filing Explained

BXP has completed the $700.0 million note sale, but the planned $1.0 billion refinancing remains unfinished as of August 31, 2026.

Boston Properties Limited Partnership completed the issuance and sale of $700.0 million of senior notes on August 31, 2026; the planned repayment or redemption of $1.0 billion of 2026 Notes remains intended rather than reported as complete.

The Form S-3 registration was the legal route for registering securities for future sales; it did not itself sell the notes, which this filing now reports as issued and sold.

The named resolution point is October 1, 2026, when the 2026 Notes are scheduled to mature. The filing identifies available cash and/or borrowings under the unsecured revolving credit line as sources for the remaining repayment amount, but does not report that repayment has occurred.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New Senior Notes principal amount $700.0 million Aggregate principal amount of 6.050% Senior Notes due 2036 issued by Boston Properties Limited Partnership
Coupon rate on new Senior Notes 6.050% Interest rate on Senior Notes due 2036
Net proceeds from 2036 Senior Notes $692.4 million Estimated net proceeds after underwriting discounts and expenses
Existing 2026 Senior Notes principal $1.0 billion Aggregate principal amount of 2.750% Senior Notes due 2026 targeted for redemption or repayment
Interest rate on 2026 Senior Notes 2.750% Coupon on Senior Notes maturing October 1, 2026
Maturity date of 2026 Senior Notes October 1, 2026 Scheduled maturity of 2.750% Senior Notes
Senior Notes financial
"completed the issuance and sale of $700.0 million aggregate principal amount of the Partnership’s 6.050% Senior Notes due 2036"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
indenture financial
"The Notes were issued under the indenture, dated as of December 13, 2002"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
registration statement on Form S-3 regulatory
"offer and sale of the Notes were registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"material terms of the Notes are described in a prospectus supplement filed by the Partnership"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Underwriting Agreement financial
"pursuant to an underwriting agreement, dated August 17, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Offering Type shelf
Use of Proceeds To fund the redemption or repayment of $1.0 billion aggregate principal amount of 2.750% Senior Notes due 2026, with any remainder funded by available cash and/or borrowings under the unsecured revolving line of credit.

FAQ

What new debt did BXP (BXP) issue in August 2026?
Boston Properties Limited Partnership, the operating partnership of BXP, Inc., issued $700.0 million aggregate principal amount of 6.050% Senior Notes due 2036 on August 31, 2026, pursuant to an underwriting agreement and an effective shelf registration statement.

What interest rate and maturity apply to BXP’s new 2036 Senior Notes?
The new Senior Notes issued by Boston Properties Limited Partnership carry a 6.050% annual interest rate and mature in 2036, as described in the related prospectus supplement and supplemental indenture.

How much cash did BXP’s operating partnership receive from the 2036 Notes offering?
Boston Properties Limited Partnership estimates net proceeds of approximately $692.4 million from the sale of its 6.050% Senior Notes due 2036, after deducting underwriting discounts and estimated transaction expenses.

How will BXP (BXP) use the proceeds from the 6.050% Senior Notes due 2036?
The partnership intends to use the $692.4 million of net proceeds primarily to redeem or repay $1.0 billion of its 2.750% Senior Notes due 2026, with the remaining amount funded by available cash and/or its unsecured revolving credit line.

What existing debt of BXP is targeted for repayment with the new note proceeds?
Boston Properties Limited Partnership plans to redeem or repay its $1.0 billion aggregate principal amount of 2.750% Senior Notes due 2026, which are scheduled to mature on October 1, 2026, using proceeds from the new 2036 notes and additional liquidity sources.

Under what documents were BXP’s new 2036 Senior Notes issued?
The 6.050% Senior Notes due 2036 were issued under an indenture dated December 13, 2002, as supplemented by Supplemental Indenture No. 27 dated August 31, 2026, and sold pursuant to an underwriting agreement dated August 17, 2026.

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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): August 31, 2026
BXP, INC.
BOSTON PROPERTIES LIMITED PARTNERSHIP
(Exact Name of Registrants As Specified in its Charter)
BXP, Inc.Delaware
1-13087
04-2473675
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
Boston Properties Limited PartnershipDelaware
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:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
BXP, Inc.Common Stock, par value $0.01 per shareBXPNew 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 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.




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.SCHInline XBRL Taxonomy Extension Schema Document.
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
*104Cover 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




Source: View Original Filing on SEC EDGAR

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