Item 1.01. Entry into a Material Definitive Agreement.
On August 31, 2020, Host Hotels & Resorts, L.P. (“
”), for whom Host Hotels & Resorts, Inc. acts as sole general partner, entered into an underwriting agreement (the “
”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC.
Pursuant to the Underwriting Agreement, J.P. Morgan Securities LLC, 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 an additional $150 million aggregate principal amount of its 3.500% Series I senior notes due 2030 (the “
”).
The net proceeds to Host L.P. from the sale of the additional Series I senior notes are estimated to be approximately $146 million, after deducting the underwriting discount, de minimis original issue discount and estimated transaction expenses, and excluding accrued interest from, and including, August 20, 2020 through, and excluding, September 3, 2020 in the amount of $189,583.33 payable to us. Host L.P. intends to fully allocate an amount equal to the net proceeds from the sale of the additional Series I senior notes on the issue date to one or more eligible green projects, including previously completed hotel developments and redevelopments, renovations in existing hotels that have received, or are expected to receive LEED certification, refurbishments and improvement projects including energy and water efficient technologies and renewable energy. Following the allocation referenced above, Host L.P. intends to use the net proceeds for general corporate purposes, which may include repurchases of debt.
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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
On September 3, 2020, Host L.P. completed its underwritten public offering of $150 million aggregate principal amount of additional Series I senior notes. The additional Series I senior notes have identical terms as Host L.P.’s existing $600 million aggregate principal amount of 3.500% Series I senior notes due 2030 issued on August 20, 2020 (the “
existing Series I senior notes
”) and described in our Current Report on Form
8-K
filed on August 21, 2020. The additional Series I senior notes will have terms identical to the existing Series I senior notes, other than issue date and offering price, will have the same CUSIP number as the existing Series I senior notes and will vote together with the existing Series I senior notes as a single class immediately upon issuance.
The offering of the additional Series I senior notes was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on April 12, 2018, as amended (Registration
No. 333-224247)
(the “
”), a base prospectus, dated April 26, 2018, included as part of the Registration Statement, and a prospectus supplement, dated August 31, 2020, 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 our counsel, Latham & Watkins LLP, regarding the validity of the securities being registered.
The additional Series I senior notes were issued pursuant to the sixth supplemental indenture, dated August 20, 2020 (the “
”), between Host L.P. and The Bank of New York Mellon, as trustee (the “
”), which supplements the indenture, dated May 15, 2015, between Host L.P. and the Trustee.
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 I senior notes as currently intended, our ability to use or allocate the net proceeds of the Series I senior notes to eligible green projects that will satisfy, or