Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-255579 and 333-255579-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated
April 28, 2021)
Hudson Pacific Properties, L.P.
$350,000,000
5.950% Senior Notes due 2028
guaranteed by
Hudson Pacific Properties, Inc.
Hudson
Pacific Properties, L.P., which we refer to as the operating partnership, is offering $350,000,000 aggregate principal amount of 5.950% senior notes due 2028, or the notes. The notes will mature on February 15, 2028. Interest on the notes will be
paid semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2023.
The operating partnership may redeem the notes, at
any time in whole or from time to time in part, for cash at the redemption price described in this prospectus supplement in the section entitled Description of NotesThe operating partnerships redemption rights.
The notes will be the operating partnerships senior unsecured obligations and will rank equally in right of payment with all of its other existing and
future senior unsecured indebtedness. The notes will be effectively subordinated in right of payment to (i) all of the operating partnerships existing and future mortgage indebtedness and other secured indebtedness (to the extent of the
value of the collateral securing such indebtedness), (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured, of the operating partnerships subsidiaries and of any entity the operating partnership accounts
for using the equity method of accounting; and (iii) all existing and future equity not owned by the operating partnership, if any, in the operating partnerships subsidiaries and in any entity the operating partnership accounts for using
the equity method of accounting.
The notes will be fully and unconditionally guaranteed by Hudson Pacific Properties, Inc., the sole general partner of the
operating partnership, which we refer to as the Company or the guarantor. The Company does not have any material assets other than its investment in the operating partnership.
As described under Use of Proceeds, we intend to allocate an amount equal to the net proceeds from this offering to finance and/or refinance, in
whole or in part, new or existing Eligible Green Projects (as defined herein).
The notes are a new issue of securities with no established trading market.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any quotation system.
Investing in the
notes involves risks. See Risk Factors beginning on page S-6 of this prospectus supplement and on page 5 of the accompanying prospectus, as well as those described in
the Annual Report on Form 10-K for the year ended December 31, 2021 of Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P. and other reports filed with the Securities and Exchange
Commission and incorporated or deemed to be incorporated by reference herein and therein.
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Per Note |
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Total |
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Initial price to public(1) |
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99.614% |
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$ |
348,649,000 |
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Underwriting discount and commissions |
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0.600% |
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$ |
2,100,000 |
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Proceeds, before expenses, to Hudson Pacific Properties, L.P. |
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99.014% |
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$ |
346,549,000 |
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(1) |
Plus accrued interest from September 15, 2022 if settlement occurs after that date. |
None of the Securities and Exchange Commission, any state securities commission, nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
We expect the notes will be ready for delivery in book-entry form through The Depository Trust Company on or about September 15, 2022.
Joint Book-Running Managers
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Wells Fargo Securities |
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BofA Securities |
Green Structuring Agent |
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KeyBanc Capital Markets |
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US Bancorp |
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RBC Capital Markets |
Senior Co-Managers
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Barclays |
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Fifth Third Securities |
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Goldman Sachs & Co. LLC |
Morgan Stanley |
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BMO Capital Markets |
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Regions Securities LLC |
Co-Managers
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Ramirez & Co., Inc. |
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Siebert Williams Shank |
The date of this prospectus supplement is September 8, 2022