Hudson Pacific Properties, Inc. (NYSE: HPP) (“Hudson Pacific”) today announced the tender results of the previously announced tender offer (the “Tender Offer”) by its operating partnership, Hudson Pacific Properties, L.P. (the “Company”), to purchase for cash up to a combined aggregate principal amount of $200,000,000 (the “Aggregate Maximum Tender Offer Amount”) of the Company’s outstanding 3.950% Senior Notes due 2027 (the “2027 Notes”) and 5.950% Senior Notes due 2028 (the “2028 Notes” and together with the 2027 Notes, the “Notes” and each a “Series” of Notes) as shown in the table below, subject to the Allocation Procedures, including the Proration Factor (each as defined in the Offer to Purchase referred to below). The Company offered to purchase $100,000,000 aggregate principal amount of each Series of Notes (the “Target Allocation”).
CUSIP
|
Title of
|
Aggregate
|
Target
|
Principal
|
Principal
|
Approximate
|
Tender Offer
|
44409M AA4 |
3.950% Senior Notes due 2027 |
$400,000,000 |
$100,000,000 |
$285,155,000 |
$100,000,000 |
35.1% |
$980.00 |
44409M AD8 |
5.950% Senior Notes due 2028 |
$350,000,000 |
$100,000,000 |
$252,698,000 |
$100,000,000 |
39.9% |
$991.25 |
(1) |
Rounded to the nearest tenth of a percentage point for presentation purposes. |
|
(2) |
Per $1,000 principal amount of Notes validly tendered as of the Expiration Date (as defined below) and accepted for purchase for each Series. Excludes accrued and unpaid interest, which also will be paid from the last interest payment date for the applicable Series to, but excluding, the Settlement Date (as defined below). |
The terms and conditions of the Tender Offer are described in an Offer to Purchase dated October 5, 2026 (the “Offer to Purchase”). The Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase. Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase. As used herein, all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date are referred to as having been “validly tendered” as of the Expiration Date.
The Tender Offer expired at 5:00 p.m., New York City time, on October 9, 2026 (the “Expiration Date”). As set forth in the table above and as reported by the Tender Agent, the total principal amount of the 2027 Notes validly tendered as of the Expiration Date was $285,155,000, thereby making the 2027 Notes an Oversubscribed Series. The total principal amount of the 2028 Notes validly tendered as of the Expiration Date was $252,698,000, thereby making the 2028 Notes an Oversubscribed Series. The aggregate principal amount of the Notes validly tendered as of the Expiration Date was $537,853,000. As a result, based on the terms and conditions of the Tender Offer, given that both Series were Oversubscribed, and the aggregate principal amount of Notes validly tendered as of the Expiration Date exceeded the Aggregate Maximum Tender Offer Amount, as set forth in the table above, the Company will accept for purchase $100,000,000 aggregate principal amount of the 2027 Notes that were validly tendered as of the Expiration Date and $100,000,000 aggregate principal amount of the 2028 Notes that were validly tendered as of the Expiration Date. The 2027 Notes validly tendered will be subject to a Proration Factor of approximately 35.1%, and the 2028 Notes validly tendered will be subject to a Proration Factor of approximately 39.9%, each calculated as described in the Offer to Purchase.
The 2027 Notes accepted for purchase will receive a Tender Offer Consideration of $980.00 per $1,000 principal amount of 2027 Notes accepted for purchase, and the 2028 Notes accepted for purchase will receive a Tender Offer Consideration of $991.25 per $1,000 principal amount of 2028 Notes accepted for purchase, in each case as set forth in the table above. The Tender Offer Consideration, plus accrued and unpaid interest for Notes that were validly tendered as of the Expiration Date, will be paid by the Company on or around October 14, 2026, the second business day after the Expiration Date (the “Settlement Date”). The Company intends to fund the Tender Offer Consideration plus accrued and unpaid interest for the Notes tendered in the Tender Offer with $95.0 million of cash on hand and $105.0 million of borrowings under the Company’s unsecured revolving credit facility. Current cash on hand includes approximately $21.2 million of net proceeds from the Company’s recent sale of 2001 Gateway in San Jose, California, approximately $59.5 million of net proceeds from the recent sale of 875 & 899 Howard in San Francisco, California, and approximately $14.0 million of net proceeds from recent sale of assets associated with the winddown of certain Quixote operations. Subsequent to the Tender Offer settlement, Hudson Pacific intends to repay a portion of its outstanding borrowings under the unsecured revolving credit facility with net proceeds from the anticipated sale of Skyport Plaza in San Jose, California, though there can be no assurance as to when or if the sale of Skyport Plaza will be completed.
Any Notes tendered but not accepted for purchase in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the terms of the Offer to Purchase.
A copy of the Offer to Purchase is available at https://www.gbsc-usa.com/hpp/ or may be obtained from Global Bondholder Services Corporation, the Information Agent and Tender Agent for the Tender Offer, at (855) 654-2014 (toll free) or (212) 430-3774 or by email to contact@gbsc-usa.com. In connection with the Tender Offer, the Company has retained Wells Fargo Securities, LLC as the exclusive Dealer Manager. Questions regarding the Tender Offer should be directed to Wells Fargo Securities, LLC by calling collect at (704) 410-4759 or toll free at (866) 309-6316 or by email to liabilitymanagement@wellsfargo.com.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. Further, nothing contained herein shall constitute a notice of redemption of the Notes or any other securities. The Tender Offer is being made only by the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. None of Hudson Pacific, its board of directors, the Company or their affiliates, the Dealer Manager, the Information Agent and Tender Agent or the trustees with respect to the Notes is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About Hudson Pacific Properties
Hudson Pacific Properties, Inc. (NYSE: HPP) owns, operates, develops and redevelops top-tier office real estate across high-barrier-to-entry West Coast gateway markets, including the San Francisco Bay Area, Los Angeles, Seattle and Vancouver. The Company also owns a studio platform unique among publicly traded REITs, comprising one of the largest independent studio operations in Los Angeles, along with an additional studio in New York. Hudson Pacific's in-service portfolio of 45 properties includes approximately 12.6 million square feet of office space and approximately 1.7 million square feet of studio space, leased to investment-grade and blue-chip tenants in technology and media, balanced by legal, government, retail and financial and business services users. The Company has been named GRESB's Global Sector Leader for U.S. office five years running and was one of the first REITs to achieve carbon neutrality across its operations, which it has maintained since 2020.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events, or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond Hudson Pacific’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect Hudson Pacific’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, Hudson Pacific disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause Hudson Pacific’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in Hudson Pacific’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by Hudson Pacific from time to time with the SEC.
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Contacts
Investor Contact
Laura Campbell
Executive Vice President, Investor Relations & Marketing
(310) 622-1702
lcampbell@hudsonppi.com
Media Contact
Laura Murray
Vice President, Communications
(310) 622-1781
lmurray@hudsonppi.com