Item 1.01. Entry into a Material Definitive Agreement.
On August 11, 2020, 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 J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo
Securities, LLC.
Pursuant to the Underwriting Agreement, J.P. Morgan Securities LLC, 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 $600 million aggregate
principal amount of its 3.500% Series I senior notes due 2030 (the "
Series I senior notes
").
The net proceeds to Host L.P. from the sale of the Series I senior notes, after
deducting the underwriting discount, de minimis original issue discount and
estimated transaction expenses, are estimated to be approximately $588 million.
Host L.P. intends to fully allocate an amount equal to the net proceeds from the
sale of the Series I senior notes on the issue date to one or more eligible
green projects, including the previous acquisitions of the W Hollywood Hotel in
California and the 1 Hotel South Beach in Miami Beach, Florida, each of which
has received LEED Silver certification.
Following the allocation referenced above, Host L.P. intends to use the net
proceeds from the sale of the Series I senior notes to purchase for cash any and
all of Host L.P.'s outstanding $450 million principal amount of 4.750% Series C
senior notes (the "
Series C senior notes
") that are tendered in the tender offer launched on August 11, 2020 (the "
Tender Offer
"). Proceeds from the Offering not used to pay for the Series C senior notes
that are tendered in the Tender Offer will be used for general corporate
purposes, which may include repurchases of debt.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.                                  Description

1.1                 Underwriting Agreement, dated August 11, 2020, among Host
                  Hotels & Resorts, L.P. and J.P. Morgan Securities LLC, 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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