Item 1.01. Entry into a Material Definitive Agreement. OnAugust 11, 2020 ,Host Hotels & Resorts, L.P. ("Host L.P. "), for whomHost Hotels & Resorts, Inc. acts as sole general partner, entered into an underwriting agreement (the " Underwriting Agreement ") withJ.P. Morgan Securities LLC ,BofA Securities, Inc. andWells Fargo Securities, LLC . Pursuant to the Underwriting Agreement,J.P. Morgan Securities LLC ,BofA Securities, Inc. andWells Fargo Securities, LLC agreed to serve as representatives of the several underwriters named in the Underwriting Agreement in connection with the public offering byHost 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 toHost 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 theW Hollywood Hotel inCalifornia and the 1Hotel South Beach inMiami 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 ofHost 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 onAugust 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, datedAugust 11, 2020 , amongHost Hotels & Resorts, L.P. andJ.P. Morgan Securities LLC ,BofA Securities, Inc. andWells 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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