On June 2, 2017, Boston Properties, Inc. (the Company) and Boston
Properties Limited Partnership, the Companys operating partnership (the Partnership), filed an automatic shelf registration statement on Form S-3 (File No. 333-218460) with the Securities and Exchange Commission (the
SEC) to replace an existing shelf registration statement, which was scheduled to expire on June 3, 2017. In connection with the filing of this new registration statement, the Company also filed two new prospectus supplements. These
prospectus supplements relate to (i) the Companys new $600 million at the market equity offering program as described below, which replaced the Companys prior $600 million at the market equity offering
program that was scheduled to expire on June 3, 2017, and (ii) the issuance of up to 256,073 shares of common stock of the Company that may be issued from time to time if, and to the extent that, the holders of previously issued common
units of limited partnership interest in the Partnership present such units for redemption, which offerings had been covered by the prior registration statement.
In connection with the commencement of the at the market equity offering, the Company may sell up to an aggregate of $600 million of shares of its
common stock (the Shares) from time to time during a period of up to three years in at the market equity offerings or certain other transactions (the Offering). The Company may sell the Shares in amounts and
at times to be determined by the Company from time to time, but has no obligation to sell any of the Shares in the Offering. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others)
market conditions, the trading price of the Companys common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
The Offering will occur pursuant to eight separate sales agency financing agreements (each individually, a Sales Agreement and, collectively, the
Sales Agreements) entered into by the Company with each of BNY Mellon Capital Markets, LLC, Deutsche Bank Securities Inc., Jefferies LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho
Securities USA LLC, Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc., as agents for the offer and sale of the Shares (each individually, a Sales Agent and, collectively, the Sales Agents). Each Sales Agreement
has a term of up to three years and provides that the Company may offer and sell from time to time pursuant to the Sales Agreements up to a combined total of $600 million of shares of its common stock during such three-year term through the Sales
Agents. Each Sales Agreement provides that the applicable Sales Agent will be entitled to compensation of up to 2.0% of the gross sale price per share for any of the Shares sold through it as agent under the relevant Sales Agreement.
Sales of the Shares, if any, under the Sales Agreements may be made in transactions that are deemed to be at the market offerings as defined in
Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker or through an electronic communications network, as well as in negotiated or other
transactions described in the prospectus supplement relating to the Offering. The Company or any of the Sales Agents may at any time suspend solicitation and offers under the Sales Agreements or terminate the Sales Agreements.
The Shares will be issued pursuant to the prospectus supplement and the Companys automatic shelf registration statement described above. The form of the
Sales Agreements is filed as Exhibit 1.1 to this Current Report. The description of the Sales Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Sales Agreements filed herewith as an exhibit
to this Current Report on Form 8-K and incorporated herein by reference.
Opinions of the Companys counsel, Goodwin Procter LLP, regarding the
legality of the shares of common stock covered by the prospectus supplements described above are filed as Exhibits 5.1 and 5.2 hereto and are incorporated herein by reference.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.