Item 1.01. Entry into a Material Definitive Agreement.




On November 8, 2021, 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 BofA Securities, Inc. and Wells Fargo Securities, LLC.
Pursuant to the Underwriting Agreement, 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 $450 million aggregate principal amount of its 2.900% Series J
senior notes due 2031 (the "
Series J senior notes
").
The net proceeds to Host L.P. from the sale of the Series J senior notes, after
deducting the underwriting discount, original issue discount and estimated
transaction expenses, are estimated to be approximately $439 million. Host L.P.
intends to fully allocate an amount equal to the net proceeds from the sale of
the Series J senior notes on the issue date to one or more eligible green
projects.
Following the allocation referenced above, Host L.P. intends to use the net
proceeds from the sale of the Series J senior notes to redeem all of the
outstanding $400 million aggregate principal amount of Host L.P.'s 3.750% Series
D senior notes due 2023 (the "
Series D senior notes
"). Host L.P. intends to use any remaining net proceeds that are not used to
redeem the Series D senior notes for general corporate purposes.
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 November 8, 2021, Host L.P. gave notice that it intends to redeem all of the
outstanding Series D senior notes. The redemption date for the Series D senior
notes is December 8, 2021 (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 November 8, 2021.
The Series D senior notes were issued pursuant to the Forty-Fourth Supplemental
Indenture, dated as of March 28, 2013 (the "
Forty-Fourth Supplemental Indenture
"), to Host L.P.'s Amended and Restated Indenture, dated as of August 5, 1998
(the "Base Indenture"), originally among HMH Properties, Inc. (now Host L.P.),
the subsidiary guarantors named therein, and HSBC Bank USA f/k/a Marine Midland
Bank (now succeeded by The Bank of New York Mellon), as trustee. Under the terms
of the Series D senior notes, the redemption price will be (a) 100.000% of the
principal amount thereof
plus
(b) the Make-Whole Premium (as defined in the Forty-Fourth Supplemental
Indenture)
plus
(c) accrued and unpaid interest thereon to, but not including, the Redemption
Date.
The Series D senior notes are being redeemed with the net proceeds from Host
L.P.'s issuance of its Series J senior notes.
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 J senior notes as currently
intended, our ability to use or allocate the net proceeds of the Series J senior
notes to eligible green projects that will satisfy, or continue to satisfy,
investor criteria and expectations regarding environmental impact and
sustainability performance and other risks and uncertainties associated with our
business described in our Annual Report on Form 10-K for the year ended
December 31, 2020, 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.
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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                    Description

1.1           Underwriting Agreement, dated November 8, 2021, among Host Hotels &
            Resorts, L.P. and BofA Securities, Inc. and Wells Fargo Securities,
            LLC, as representatives of the several underwriters named therein.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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