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Debt
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
6. Debt
Unsecured Senior Notes
On January 15, 2025, BPLP repaid $850.0 million in aggregate principal amount of its 3.200% senior notes due January 15, 2025. The repayment was completed with available cash and the proceeds from BPLP’s August 2024 offering of 5.750% unsecured senior notes due 2035. The repayment price was approximately $863.6 million, which was equal to the stated principal plus approximately $13.6 million of accrued and unpaid interest to, but not including, the repayment date.
Unsecured Exchangeable Senior Notes
On September 29, 2025, BPLP completed the issuance and sale of $1.0 billion aggregate principal amount of its 2.00% Exchangeable Senior Notes due 2030 in a private placement. The Notes bear interest at a rate of 2.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The Notes will mature on October 1, 2030, unless earlier repurchased, exchanged or redeemed. Net proceeds after the initial offering costs were approximately $975.1 million. Interest expense related to these Notes was approximately $0.1 million for the three and nine months ended September 30, 2025, and includes debt issuance cost amortization of approximately $28,000 for both periods. Including the debt issuance cost amortization, the GAAP interest rate on these Notes is approximately 2.498%. The unamortized debt issuance costs related to these Notes were approximately $24.9 million at September 30, 2025.
Before July 1, 2030, noteholders will have the right to exchange their Notes only upon the occurrence of certain events. From and after July 1, 2030, noteholders may exchange their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the Notes. Exchanges will be settled in cash up to the aggregate principal amount of the Notes to be exchanged and, if applicable, cash, shares of BXP’s common stock or a combination thereof, at BPLP’s election, in respect of the remainder (if any) of BPLP’s exchange obligations in excess of the aggregate principal amount of the Notes being exchanged. The initial exchange rate is 10.8180 shares of BXP’s common stock per $1,000 principal amount of Notes, which represents an initial exchange price of approximately $92.44 per share of BXP’s common stock. The initial exchange price represents a premium of approximately 22.5% over the last reported sale price of $75.46 per share of BXP’s common stock on September 24, 2025. The exchange rate and exchange price of the Notes will be subject to adjustment upon the occurrence of certain events.
The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at BPLP’s option at any time, and from time to time, on or after October 6, 2028 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of BXP’s common stock exceeds 130% of the exchange price of the Notes for a specified period of time and certain liquidity conditions are satisfied. BPLP may also redeem the Notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if BXP’s Board of Directors (or a committee thereof) determines such redemption is necessary to preserve BXP’s status as a real estate investment trust. In either case, the redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In conjunction with the issuance of the Notes, the Company entered into Capped Call Transactions with certain financial institutions. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of BXP’s common stock initially underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to BXP’s common stock upon any exchange of Notes and/or offset any cash payments BPLP is required to make in excess of the principal amount of exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $105.64 per share, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions will expire upon the maturity of the Notes, if not earlier exercised or terminated. A portion of the proceeds from the Notes were used to pay the premiums of the Capped Call Transactions of approximately $35.0 million, which was recorded as a reduction to stockholders' equity for BXP and partners’ capital for BPLP (See Note 2).
Unsecured Credit Facility and Unsecured Term Loans
On March 28, 2025, BPLP amended and restated its revolving credit agreement (as amended and restated, the “2025 Credit Facility”). The 2025 Credit Facility provides for aggregate borrowings of up to $2.950 billion through an unsecured revolving credit facility and an unsecured term loan facility, subject to customary conditions. Among other things, the amendment and restatement (1) increased the total commitment of the revolving line of credit (the “Revolving Facility”) from $2.0 billion to $2.250 billion, (2) extended the maturity date of the Revolving Facility from June 15, 2026 to March 29, 2030, and (3) added a $700.0 million unsecured term loan facility (the “Term Loan Facility”) with an initial maturity date of March 30, 2029, with two, six-month extension options, each subject to customary conditions. In addition, BPLP may increase the total commitment under the 2025 Credit Facility to a maximum commitment amount of up to $3.5 billion through increase(s) in the Revolving Facility and/or by incurring one or more term loans, in each case, subject to syndication of the increase(s) and other customary conditions. In connection with the amendment and restatement, the Company recognized a loss from early extinguishment of debt of approximately $0.3 million related to unamortized origination costs during the nine months ended September 30, 2025.
At BPLP’s option, loans under the 2025 Credit Facility that are advanced in U.S. dollars will bear interest at a rate per annum equal to Term SOFR, Daily Simple SOFR or a Base Rate (each as defined in the Tenth Amended and Restated Credit Agreement, which governs the 2025 Credit Facility (the “Credit Agreement”)), in each case, plus a margin based on BPLP’s credit rating ranging from (i) for Term SOFR and Daily Simple SOFR loans, (a) under the Revolving Facility, 70.0 to 140.0 basis points, or (b) under the Term Loan Facility, 75.0 to 160.0 basis points (plus a SOFR conversion adjustment of 10 basis points), and (ii) for Base Rate loans, (a) under the Revolving Facility, 0 to 40.0 basis points, or (b) under the Term Loan Facility, 0 to 60.0 basis points. At BPLP’s option, loans under the Revolving Facility can also be denominated in Euros, Sterling or Canadian Dollars and such loans will bear interest at a rate per annum equal to (1) in the case of loans denominated in Euro, EURIBOR, (2) in the case of loans denominated in Canadian Dollars, Term CORRA (as adjusted), and (3) in the case of loans denominated in Sterling, SONIA (as adjusted), plus, in each case, a margin based on BPLP’s credit rating as described above for loans under the Revolving Facility. On April 22, 2025, BPLP amended the 2025 Credit Facility to remove the SOFR conversion adjustment of 10 basis points (as described in clause (i)(b) above), which is no longer applicable to the Term Loan Facility. Other than the foregoing, the material terms of the 2025 Credit Facility remained unchanged.
Pursuant to the 2025 Credit Facility, BPLP is obligated to pay (1) in quarterly installments a facility fee on the total commitment under the Revolving Facility at a rate per annum ranging from 0.10% to 0.30% based on BPLP’s credit rating and (2) an annual fee on the undrawn amount of each letter of credit ranging from 0.70% to 1.40% based on BPLP’s credit rating.
Based on BPLP’s September 30, 2025 credit rating, (1) for SOFR-based loans under the Revolving Facility, the per annum interest rate margin is 0.85%, (2) for SOFR-based loans under the Term Loan Facility, the per annum interest rate margin is 0.95%, (3) for Base Rate-based loans under both the Revolving Facility and Term Loan Facility, the margin is zero basis points and (4) the facility fee for commitments under the Revolving Facility is 0.20% per annum.
The 2025 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay all outstanding amounts and the cancellation of all commitments outstanding under the Credit Agreement. Among other covenants, the 2025 Credit Facility requires that BPLP maintain: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one
year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year, (5) an unsecured debt interest coverage ratio of at least 1.75 and (6) limitations on permitted investments. At September 30, 2025, BPLP was in compliance with each of these financial restrictions and requirements.
At closing on March 28, 2025, BPLP drew the full $700.0 million of the Term Loan Facility under the 2025 Credit Facility, the proceeds of which were used to fully repay the remaining $700.0 million of borrowings outstanding under it’s $1.2 billion unsecured term loan facility (the “2023 Unsecured Term Loan”). The 2023 Unsecured Term Loan was scheduled to mature on May 16, 2025. There was no prepayment penalty associated with the repayment of the 2023 Unsecured Term Loan.
At September 30, 2025, BPLP did not have any outstanding balance under the Revolving Facility and had $700.0 million outstanding under the Term Loan Facility. The 2025 Credit Facility is used as a backstop for BPLP’s $750.0 million unsecured commercial paper program (the “Commercial Paper Program”) (See “Unsecured Commercial Paper” below). As such, BPLP intends to maintain, at a minimum, availability under the 2025 Credit Facility in an amount equal to the amount of unsecured commercial paper notes outstanding.
On September 27, 2024, BPLP entered into a credit agreement that provides for a $100.0 million unsecured term loan facility (the “2024 Unsecured Term Loan”). Upon entry into the credit agreement, BPLP exercised its option to draw $100.0 million under the 2024 Unsecured Term Loan. The 2024 Unsecured Term Loan had an initial maturity date of September 26, 2025 with three, one-year extension options, subject to customary conditions. On September 26, 2025, BPLP exercised its option to extend the maturity date of the 2024 Unsecured Term Loan to September 26, 2026. All other terms of the 2024 Unsecured Term Loan remain unchanged.
Unsecured Commercial Paper
On March 28, 2025, BPLP increased the amount by which it may issue unsecured commercial paper notes under the Commercial Paper Program from $500.0 million to $750.0 million. Other than the increase in the program’s maximum capacity, all other terms of the Commercial Paper Program remain unchanged. Under the terms of the program, BPLP may issue, from time to time, unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $750.0 million with varying maturities of up to one year. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time. The notes are sold in private placements and rank pari passu with all of BPLP’s other unsecured senior indebtedness, including its outstanding senior notes. The Commercial Paper Program is backstopped by available capacity under the 2025 Credit Facility. At September 30, 2025, BPLP had an aggregate of $750.0 million of unsecured commercial paper notes outstanding that bore interest at a weighted-average rate of approximately 4.51% per annum and had a weighted-average maturity of 43 days from the issuance date.