| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 3, 2019, Hudson Pacific Properties, L.P. completed an underwritten public offering of $400,000,000 aggregate principal amount of its 3.250 % Senior Notes due 2030 (the “Notes”), which are fully and unconditionally guaranteed by Hudson Pacific Properties, Inc.
The terms of the Notes are governed by a base indenture, dated as of October 2, 2017, by and among Hudson Pacific Properties, L.P., as issuer, Hudson Pacific Properties, Inc., as guarantor, and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of October 3, 2019, by and among Hudson Pacific Properties, L.P., Hudson Pacific Properties, Inc. and the Trustee.
The base indenture and the supplemental indenture contain various restrictive covenants, including limitations on Hudson Pacific Properties, L.P.’s ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. Copies of the base indenture and the supplemental indenture, including the form of the Notes and the guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form
8-K.
The base indenture as supplemented by the supplemental indenture is referred to herein collectively as the indenture.
The offering of the Notes was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on March 15, 2018 (Registration Nos.
333-223692
and
333-223692-01),
a base prospectus, dated as of March 15, 2018, included as part of the registration statement, and a prospectus supplement, dated as of September 24, 2019, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form
8-K
an opinion of Hudson Pacific Properties, L.P.’s counsel, Venable LLP, regarding certain Maryland law issues, and as Exhibit 5.2 to this Current Report on Form
8-K
an opinion of Hudson Pacific Properties, L.P.’s counsel, Latham & Watkins LLP, regarding the validity of the Notes and related guarantee.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On October 3, 2019, Hudson Pacific Properties, L.P. completed an underwritten public offering of $400,000,000 aggregate principal amount of its Notes. The Notes were offered at 99.268% of the principal amount thereof. The Notes are Hudson Pacific Properties, L.P.’s general unsecured senior obligations and rank equally in right of payment with all of its other unsecured senior indebtedness. However, the Notes are effectively subordinated in right of payment to all of Hudson Pacific Properties, L.P.’s existing and future secured indebtedness from time to time outstanding and to all existing and future liabilities and preferred equity of Hudson Pacific Properties, L.P.’s subsidiaries. The Notes bear interest at 3.250% per annum. Interest on the Notes is payable on January 15 and July 15 of each year, beginning January 15, 2020, until the maturity date of January 15, 2030. Hudson Pacific Properties, L.P.’s obligations under the Notes are fully and unconditionally guaranteed by Hudson Pacific Properties, Inc. Copies of the base indenture and supplemental indenture, including the forms of the Notes and guarantee of the Notes by Hudson Pacific Properties, Inc., the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form
8-K.
At any time up to, but not including, October 15, 2029, the Notes will be redeemable in whole or in part from time to time, at Hudson Pacific Properties, L.P.’s option and in Hudson Pacific Properties, L.P.’s sole discretion, at a redemption price equal to the sum of:
| | • | 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date; and |
Notwithstanding the foregoing, if the Notes are redeemed on or after October 15, 2029, the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date.
