Hudson Pacific Properties Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

 

 

 

 

 

 

 

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 of the Securities Exchange Act of 1934 of this chapter).

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On June 13, 2025, Hudson Pacific Properties, Inc. (the “Company”), as general partner of Hudson Pacific Properties, L.P., its operating partnership subsidiary (the “Operating Partnership”), executed a first amendment (the “First Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”), in connection with its completion of the underwritten public offering of common stock, $0.01 par value per share (the “Common Stock”), and warrants to purchase Common Stock (the Warrants”) described below. The First Amendment, among other things, creates a series of partnership equivalent units, designated as warrants (the “OP Warrants”) that mirrors the rights of the Warrants described in more detail below. This description of the material terms of First Amendment is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 3.2 to this Current Report on Form and is hereby incorporated by reference into this Item 1.01.

In addition, on June 13, 2025, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the holders of Warrants, pursuant to which the Company has granted them with certain resale registration rights with respect to shares of Common Stock that such holders may receive in the offering described below or upon the exercise of Warrants. The Registration Rights Agreement provides that the Company will file a resale registration statement with the Securities and Exchange Commission no later than 20 business days after June 13, 2025. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act of 1933, as amended (the “Securities Act”). This description of the material terms of Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form and is hereby incorporated by reference into this Item 1.01.

 

In connection with the closing of underwritten public offering described below on June 13, 2025, the Operating Partnership issued to the Company (i) 237,553,442 common units of limited partnership (“OP Units”) in exchange for the Company’s contribution to the Operating Partnership of the net proceeds from the issuance of shares of common stock in the offering and (ii) 71,863,597 OP Warrants in exchange for the Company’s contribution to the Operating Partnership of the net proceeds from the issuance of Warrants in the offering. The Operating Partnership issued the OP Units and the OP Warrants to the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

 

On June 12, 2025, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles of Amendment (the “Articles of Amendment”) to the Company’s charter increasing the number of authorized shares of common stock available for issuance from 481,600,000 to 722,400,000. No changes were made to the number of authorized shares of the Company’s preferred stock, par value $0.01 per share, available for issuance (currently 18,400,000, all of which are classified as 4.750% Series C Redeemable Preferred Stock). This description of the material terms of Articles of Amendment is qualified in its entirety by reference to the Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form and is hereby incorporated by reference into this Item 3.03.

Information about the Partnership Agreement under Item 1.01 of this Current Report on Form is incorporated by reference into this Item 3.03.

 

On June 11, 2025, the Company announced that the Company’s Chief Executive Officer, Victor Coleman, President, Mark Lammas and Chief Financial Officer, Harout Diramerian, have agreed to forfeit their 2024 performance unit equity awards, resulting in $14.3 million of total general and administrative savings, approximately $4.9 million of which will be realized in 2025, with the remaining savings occurring over the next three years.

 

Information about the Articles of Amendment under Item 3.03 of this Current Report on Form is incorporated by reference into this Item 5.03.

 

On June 11, 2025, the Company and the Operating Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Wells Fargo Securities, LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the sale of (i) up to 237,553,442 shares (the “Shares”) of Common Stock (including 40,358,744 Shares that the Underwriters had the option to purchase, and which option was exercised in full on June 12, 2025), at a purchase price to the Underwriters of $2.141910 per share, and Warrants to purchase 71,863,597 shares of Common Stock, at a purchase price to the Underwriters of $2.131910 per Warrant. The offering closed on June 13, 2025.

The offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s automatically effective shelf registration statement on Form as amended (Registration

This descriptions of the material terms of Underwriting Agreement and Warrants are qualified in their entirety by reference to the Underwriting Agreement and form of Warrant, which are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form and are hereby incorporated by reference into this Item 8.01.

We are filing as Exhibit 5.1 to this Current Report on Form an opinion of our counsel, Venable LLP, regarding certain Maryland law issues concerning the shares of Common Stock issued and sold in the offering and Exhibit 5.2 to this Current Report on Form an opinion of our counsel, Latham & Watkins LLP, regarding certain issues concerning the Warrants issued and sold in this offering.

 

 

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 undersigned hereunto duly authorized.