BOSTON PROPERTIES, INC. (NYSE:BXP) Files An 8-K Other Events

Item8.01.

On June2, 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 June3, 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 June3, 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 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 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 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.

About BOSTON PROPERTIES, INC. (NYSE:BXP)

Boston Properties, Inc. is a real estate investment trust. The Company is an owner and developer of office properties in the United States. The Company’s segments by geographic area are Boston, New York, San Francisco and Washington, DC. The Company conducts its operations through Boston Properties Limited Partnership. The Company holds interests in approximately 170 commercial real estate properties, aggregating over 46.5 million net rentable square feet. The Company’s properties include approximately 160 office properties, a hotel, over five retail properties and approximately four residential properties. The Company’s properties include 399 Park Avenue in New York; 599 Lexington Avenue in New York; Bay Colony Corporate Center in Waltham; Embarcadero Center Four in San Francisco; Capital Gallery in Washington, DC; 680 Folsom Street in San Francisco; One Freedom Square in Reston; One Tower Center in East Brunswick, and 140 Kendrick Street in Needham.

BOSTON PROPERTIES, INC. (NYSE:BXP) Recent Trading Information

BOSTON PROPERTIES, INC. (NYSE:BXP) closed its last trading session up +0.65 at 122.36 with 598,724 shares trading hands.