The last paragraph under the heading Item8.01. Other Events is incorporated by reference herein.
Item8.01. Other Events.
On January10, 2017, the Company, certain entities affiliated with The Blackstone Group L.P. (collectively, Blackstone) and certain funds affiliated with Farallon Capital Management, L.L.C. (the Farallon Funds and, together with Blackstone, the Selling Stockholders) completed an underwritten public offering of 18,673,808shares of common stock of the Company, $0.01 par value per share (the Common Stock), consisting of 8,881,575shares offered by the Company and 9,792,233shares offered by the Selling Stockholders. The offering generated net proceeds for the Company and the Selling Stockholders of approximately $310.9million and $342.7million, respectivel y, before expenses. The Company did not receive any proceeds from the sale of the Common Stock by the Selling Stockholders but will pay approximately half of the expenses of the offering with respect to the shares of Common Stock sold by the Farallon Funds and all of the expenses with respect to the shares of Common Stock sold by Blackstone, in each case, other than underwriting discounts, which will be borne by the Selling Stockholders.
In connection with the offering, the Company entered into an underwriting agreement, dated January4, 2017 (the Underwriting Agreement), among the Company, the Operating Partnership, the Selling Stockholders and Merrill Lynch, Pierce, Fenner& Smith Incorporated and Wells Fargo Securities, LLC (the Underwriters). The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company, the Operating Partnership and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for 30 days after January4, 2017 without first obtaining the written consent of the Underwriters. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on
and is incorporated herein by reference.
The offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the SEC) on March16, 2015 (File
a base prospectus, dated March16, 2015, included as part of the registration statement, and a prospectus supplement, dated January4, 2017, filed with the SEC pursuant to Rule424(b) under the Securities Act. We are filing as Exhibit5.1 to this Current Report on
an opinion of our counsel, Venable LLP, regarding certain Maryland law issues concerning the shares of Common Stock sold in the offering.
On January10, 2017, the Company used the net proceeds of the offering, after deducting underwriting discounts, but before estimated offering expenses payable by the Company, to acquire an aggregate of 8,598,480 common units of partnership interest in the Operating Partnership (the Common Units) from Blackstone and 283,095 Common Units from the Farallon Funds.
Following the completion of the offering and the Common Unit repurchase described above, Blackstone and the Farallon Funds no longer hold any ownership interests in the Company or the Operating Partnership and the stockholders agreement between the Company, the Operating Partnership and Blackstone, dated as of April1, 2015, automatically terminated. As a result, Blackstone no longer has any rights under the stockholders agreement, including the right to approve certain issuances of Common Stock by the Company, approve amendments to certain provisions of the Companys bylaws or the partnership agreement of the Operating Partnership and nominate up to three of the Companys directors. Among other things, the standstill provisions in the stockholders agreement no longer apply, and Blackstone and its affiliates are no longer required to vote in favor of the Companys board of directors nominees for election as directors and in accordance with the Companys board of directors recommendation on certain other matters.
In addition, certain provisions of the partnership agreement of the Operating Partnership that provide for certain rights of Blackstone or of all holders of Common Units for so long as Blackstone continues to hold specified amounts of Common Stock and Common Units, including a provision that has the effect of permitting the holders of Common Units to vote on certain mergers or sales of the Company or the Operating Partnership together with the holders of outstanding Common Stock, have ceased to be in effect.
On January10, 2017, in accordance with the terms of the stockholders agreement, each of Blackstones nominees to the Companys board of directors (Frank Cohen and Michael Nash) submitted his resignation from the Companys board of directors. The Companys board of directors has not yet determined whether to accept such resignations.
Item9.01. Financial Statements and Exhibits.
Underwriting Agreement, dated January 4, 2017, among Hudson Pacific Properties, Inc., Hudson Pacific Properties, L.P., the selling stockholders listed on ScheduleB thereto, and Merrill Lynch, Pierce, Fenner& Smith Incorporated and Wells Fargo Securities, LLC.
Opinion of Venable LLP
Consent of Venable LLP (included in Exhibit 5.1)
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.
HUDSON PACIFIC PROPERTIES, INC.
Date: January 10, 2017
/s/ MARK T. LAMMAS
Mark T. Lammas
Chief Operating Officer, Chief Financial Officer and Treasurer
Underwriting Agreement, dated January4, 2017, among Hudson Pacific Properties, Inc., Hudson Pacific Properties, L.P., the selling stockholders listed on ScheduleB thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.
Opinion of Venable LLP
Consent of Venable LLP (included in Exhibit5.1)
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