Securities Exchange Act of 1934
Rule 13e-4(f)(6)
Rule 14e-5
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance and the
Office of Derivatives Policy and Trading Practices
Division of Trading and Markets
December 29, 2011
Daniel P. Adams, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109
Re: Boston Properties Limited Partnership —
Exchangeable Notes Put Option Tender Offer and Redemption Right
Dear Mr. Adams:
We are responding to your letter dated December 29, 2011, as supplemented by telephone conversations with the Staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
On the basis of your representations and facts presented in your letter, the Staff of the Division of Corporation Finance and the Division of Trading and Markets will not recommend that the Commission take enforcement action under Rules 13e-4(f)(6) and 14e-5 under the Exchange Act if Boston Properties conducts the Put Option Tender Offer and exercises the Redemption Right in the manner described in your letter. In issuing these no-action positions, we considered the following facts, among others:
- Except on the basis for which relief has been granted, the Put Option Tender Offer will be made and completed in compliance with Rule 13e-4 and Regulation 14E;
- The Put Option Tender Offer and the exercise of the Redemption Right will be made pursuant to the terms of the Indenture;
- The Redemption Right will not affect the exchange rate of the Securities;
There is no public trading market for the Securities;
The Redemption Right is mandatory and does not involve an investment decision by security holders; and
Both the Put Option Tender Offer price and the Redemption Right price are equal to the aggregate principal amount plus any accrued and unpaid interest.
The foregoing no-action positions are based solely on your representations and the facts presented in your letter dated December 29, 2011, as supplemented by telephone conversations with the Staff of both the Division of Corporation Finance and the Division of Trading and Markets. This relief is strictly limited to the application of the rules listed above to the Put Option Tender Offer and the exercise of the Redemption Right. You should discontinue the Put Option Tender Offer and not exercise the Redemption Right pending further consultations with the Staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Put Option Tender Offer. The Division of Corporation Finance and the Division of Trading & Markets express no view with respect to any other questions that the Put Option Tender Offer and the Redemption Right may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Put Option Tender Offer or the exercise of the Redemption Right. This response expresses the Divisions’ position on enforcement action only and does not express any legal conclusion on the question presented.
Sincerely,
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
and
Brian A. Bussey
Associate Director
Office of Derivatives Policy and Trading Practices
Division of Trading and Markets
Incoming Letter:
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2011/bostonproperties122911-14e5.htm
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