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):
SEPTEMBER 25, 2002
BOSTON PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-13087 04-2473675
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
111 HUNTINGTON AVENUE, SUITE 300
BOSTON, MASSACHUSETTS 02199-7610
(Address of principal executive offices and zip code)
(617) 236-3300
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OF ASSETS.
ACQUISITION OF 399 PARK AVENUE
On September 25, 2002, Boston Properties Limited Partnership (together
with its direct and indirect wholly-owned subsidiaries, "BPLP"), the operating
partnership subsidiary of Boston Properties, Inc. (the "Company"), completed the
acquisition of 399 Park Avenue, a 1.68 million square foot building in New York
City ("399 Park Avenue"), for a purchase price of $1.06 billion. The seller was
Citibank, N.A. The Company financed the acquisition in part with a $1.0 billion
unsecured bridge loan that matures in September 2003. The interest rate and loan
covenants with respect to the bridge loan are similar to those of the Company's
unsecured line of credit.
399 Park Avenue occupies the entire block from Lexington Avenue to Park
Avenue, and from 53rd to 54th Streets in Midtown Manhattan. The building serves
as the corporate headquarters of Citigroup, which occupies approximately 40% of
the building. Other tenants include Lehman Brothers, Bingham McCutchen, Arnold &
Porter, Wilmer Cutler & Pickering, and JP Morgan Chase. The building is fully
leased, and more than 75% of the building is leased for terms in excess of ten
years.
The transaction was consummated through a newly-formed Delaware
limited liability company, of which BPLP is the managing member. The total
acquisition cost of approximately $1.06 billion, including purchase price and
closing costs, was funded in part through the $1.00 billion bridge loan. The
balance of the acquisition cost was paid in cash.
This report contains forward-looking statements within the meaning of the
Federal securities laws. You should exercise caution in interpreting and relying
on forward-looking statements because they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond the Company's
control and could materially affect actual results, performance or achievements.
These factors include, without limitation, the ability to enter into new leases
or renew leases on favorable terms, dependence on tenants' financial condition,
the uncertainties of real estate development and acquisition activity, the
ability to effectively integrate acquisitions, the costs and availability of
financing, the effects of local economic and market conditions, regulatory
changes and other risks and uncertainties detailed from time to time in the
Company's filings with the Securities and Exchange Commission.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Assets Acquired:
Financial statements for 399 Park Avenue will be filed by amendment as
soon as practicable, but not later than December 7, 2002
(b) Pro Forma Financial Information:
Pro forma financial information will be filed by amendment as soon as
practicable, but not later than December 7, 2002.
(c) Exhibits
EXHIBIT NO.
99.1 Purchase and Sale Agreement, dated as of August 28, 2002, by and
between Citibank, N.A. and BP 399 Park Avenue LLC.
99.2 Credit Agreement, dated as of September 25, 2002, by and among
BPLP, BP 399 Park Avenue LLC, certain other BPLP subsidiaries,
and the banks and others that are parties thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 8, 2002
BOSTON PROPERTIES, INC.
By: /s/ Douglas T. Linde
---------------------------------
Name: Douglas T. Linde
Title: Chief Financial Officer
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