| Entry into a Material Definitive Agreement. |
On November 8, 2021, Host Hotels & Resorts, L.P. (“
”), for whom Host Hotels & Resorts, Inc. acts as sole general partner, entered into an underwriting agreement (the “
”) with BofA Securities, Inc. and Wells Fargo Securities, LLC.
Pursuant to the Underwriting Agreement, BofA Securities, Inc. and Wells Fargo Securities, LLC agreed to serve as representatives of the several underwriters named in the Underwriting Agreement in connection with the public offering by Host L.P. of $450 million aggregate principal amount of its 2.900% Series J senior notes due 2031 (the “
”).
The net proceeds to Host L.P. from the sale of the Series J senior notes, after deducting the underwriting discount, original issue discount and estimated transaction expenses, are estimated to be approximately $439 million. Host L.P. intends to fully allocate an amount equal to the net proceeds from the sale of the Series J senior notes on the issue date to one or more eligible green projects.
Following the allocation referenced above, Host L.P. intends to use the net proceeds from the sale of the Series J senior notes to redeem all of the outstanding $400 million aggregate principal amount of Host L.P.’s 3.750% Series D senior notes due 2023 (the “
”). Host L.P. intends to use any remaining net proceeds that are not used to redeem the Series D senior notes for general corporate purposes.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
On November 8, 2021, Host L.P. gave notice that it intends to redeem all of the outstanding Series D senior notes. The redemption date for the Series D senior notes is December 8, 2021 (the “
”), pursuant to an irrevocable notice delivered by The Bank of New York Mellon, as trustee, on Host L.P.’s behalf on November 8, 2021.
The Series D senior notes were issued pursuant to the Forty-Fourth Supplemental Indenture, dated as of March 28, 2013 (the “
Forty-Fourth Supplemental Indenture
”), to Host L.P.’s Amended and Restated Indenture, dated as of August 5, 1998 (the “Base Indenture”), originally among HMH Properties, Inc. (now Host L.P.), the subsidiary guarantors named therein, and HSBC Bank USA f/k/a Marine Midland Bank (now succeeded by The Bank of New York Mellon), as trustee. Under the terms of the Series D senior notes, the redemption price will be (a) 100.000% of the principal amount thereof
(b) the Make-Whole Premium (as defined in the Forty-Fourth Supplemental Indenture)
(c) accrued and unpaid interest thereon to, but not including, the Redemption Date.
The Series D senior notes are being redeemed with the net proceeds from Host L.P.’s issuance of its Series J senior notes.
Forward-Looking Statements
In this Current Report on Form
8-K,
we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “expect,” “may,” “intend,” “predict,” “project,” “plan,” “will,” “estimate” and other similar terms and phrases. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include the potential impact of
COVID-19,
our ability to apply the proceeds of the Series J senior notes as currently intended, our ability to use or allocate the net proceeds of the Series J senior notes to eligible green projects that will satisfy, or continue to satisfy, investor criteria and expectations regarding environmental impact and sustainability performance and other risks and uncertainties associated with our business described in our Annual Report on Form 10–K for the year ended December 31, 2020, our Quarterly Reports on Form
10-Q
and in other filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release updates to any forward-looking statement contained in this report to conform the statement to actual results or changes in our expectations.
