Host Hotels & Resorts Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 6, 2025
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(240 744-1000
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||||||||
| Host Hotels & Resorts, Inc. | ||||||||||||||||||||
| Host Hotels & Resorts, L.P. | None | None | None | |||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 6, 2025, Host Hotels & Resorts, L.P. (“Host L.P.”), for whom Host Hotels & Resorts, Inc. acts as sole general partner, entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC.
Pursuant to the Underwriting Agreement, Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan 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 $500 million aggregate principal amount of its 5.700% Series M senior notes due 2032 (the “Series M senior notes”).
The net proceeds to Host L.P. from the sale of the Series M senior notes, after deducting the underwriting discount, de minimis original issue discount and estimated transaction expenses, are estimated to be approximately $490 million. Host L.P. intends to use the net proceeds from the sale of the Series M senior notes, together with cash on hand, to redeem all of the outstanding $500 million aggregate principal amount of Host L.P.’s Series E senior notes due 2025 (the “Series E senior notes”).
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 8.01. Other Events.
On May 7, 2025, Host L.P. gave notice that it intends to redeem all of the outstanding Series E senior notes. The redemption date for the Series E senior notes is May 22, 2025 (the “Redemption Date”), pursuant to an irrevocable notice delivered by The Bank of New York Mellon, as trustee, on Host L.P.’s behalf on May 7, 2025.
The Series E senior notes were issued pursuant to the First Supplemental Indenture, dated as of May 15, 2015 (the “First Supplemental Indenture”), to Host L.P.’s Indenture, dated as of May 15, 2015, among Host L.P. and The Bank of New York Mellon, as trustee. Under the terms of the Series E senior notes, the redemption price will be (a) 100.000% of the principal amount thereof plus (b) accrued and unpaid interest thereon to, but not including, the Redemption Date.
The Series E senior notes are being redeemed with the net proceeds from Host L.P.’s issuance of its Series M senior notes, together with cash on hand.
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 our ability to apply the proceeds of the Series M senior notes as currently intended and other risks and uncertainties associated with our business described in our Annual Report on Form 10–K for the year ended December 31, 2024, our Quarterly Reports on Form 10-Q and in other filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release updates to any forward-looking statement contained in this report to conform the statement to actual results or changes in our expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HOST HOTELS & RESORTS, INC. | |||||||||||
Date: May 8, 2025 | By: | /s/ Joseph C. Ottinger | |||||||||
Joseph C. Ottinger | |||||||||||
Senior Vice President and Corporate Controller | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HOST HOTELS & RESORTS, L.P. | |||||||||||
| By: | HOST HOTELS & RESORTS, INC. | ||||||||||
| its General Partner | |||||||||||
Date: May 8, 2025 | By: | /s/ Joseph C. Ottinger | |||||||||
Joseph C. Ottinger | |||||||||||
Senior Vice President and Corporate Controller | |||||||||||