Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2022, Hudson Pacific Properties, L.P. completed an underwritten public offering of $350,000,000 aggregate principal amount of its 5.950% Senior Notes due 2028 (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 Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of September 15, 2022, 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 April 28, 2021 (Registration Nos.
333-255579
and
a base prospectus, dated April 28, 2021, included as part of the registration statement, and a prospectus supplement, dated September 8, 2022, 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.