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MarketScreener Homepage  >  Equities  >  Nyse  >  Host Hotels & Resorts, Inc    HST

HOST HOTELS & RESORTS, INC

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HOST HOTELS & RESORTS, INC. : Entry into a Material Definitive Agreement (form 8-K)

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09/03/2020 | 05:35pm EDT
Item 1.01. Entry into a Material Definitive Agreement.
On August 31, 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 an additional
$150 million aggregate principal amount of its 3.500% Series I senior notes due
2030 (the "
additional
Series I senior notes
").
The net proceeds to Host L.P. from the sale of the additional Series I senior
notes are estimated to be approximately $146 million, after deducting the
underwriting discount, de minimis original issue discount and estimated
transaction expenses, and excluding accrued interest from, and including,
August 20, 2020 through, and excluding, September 3, 2020 in the amount of
$189,583.33 payable to us. Host L.P. intends to fully allocate an amount equal
to the net proceeds from the sale of the additional Series I senior notes on the
issue date to one or more eligible green projects, including previously
completed hotel developments and redevelopments, renovations in existing hotels
that have received, or are expected to receive LEED certification,
refurbishments and improvement projects including energy and water efficient
technologies and renewable energy. Following the allocation referenced above,
Host L.P. intends to use the net proceeds 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
On September 3, 2020, Host L.P. completed its underwritten public offering of
$150 million aggregate principal amount of additional Series I senior notes. The
additional Series I senior notes have identical terms as Host L.P.'s existing
$600 million aggregate principal amount of 3.500% Series I senior notes due 2030
issued on August 20, 2020 (the "
existing Series I senior notes
") and described in our Current Report on Form
8-K
filed on August 21, 2020. The additional Series I senior notes will have terms
identical to the existing Series I senior notes, other than issue date and
offering price, will have the same CUSIP number as the existing Series I senior
notes and will vote together with the existing Series I senior notes as a single
class immediately upon issuance.
The offering of the additional Series I senior notes was made pursuant to an
effective shelf registration statement filed with the Securities and Exchange
Commission on April 12, 2018, as amended (Registration
No. 333-224247)
(the "
Registration Statement
"), a base prospectus, dated April 26, 2018, included as part of the
Registration Statement, and a prospectus supplement, dated August 31, 2020,
filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended. In connection with the filing of the
prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on
Form
8-K
an opinion of our counsel, Latham & Watkins LLP, regarding the validity of the
securities being registered.
The additional Series I senior notes were issued pursuant to the sixth
supplemental indenture, dated August 20, 2020 (the "
Supplemental Indenture
"), between Host L.P. and The Bank of New York Mellon, as trustee (the "
Trustee
"), which supplements the indenture, dated May 15, 2015, between Host L.P. and
the Trustee.
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 I senior notes as currently
intended, our ability to use or allocate the net proceeds of the Series I 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, 2019, our Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2020 and June 30, 2020 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits

Exhibit No.                                  Description

 1.1                Underwriting Agreement, dated August 31, 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.

 4.1                Sixth Supplemental Indenture, dated August 20, 2020, between
                  Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as
                  trustee, to the Indenture dated May 15, 2015 (incorporated by
                  reference to Exhibit 4.1 of Host Hotels & Resorts, Inc. and Host
                  Hotels & Resorts, L.P. Current Report on Form 8-K, filed on
                  August 21, 2020).

 4.2                Form of Series I senior notes (included in Exhibit 4.1).

 5.1                Opinion of Latham & Watkins LLP regarding the validity of the
                  Series I senior notes.

23.1                Consent of Latham & Watkins LLP (included in Exhibit 5.1).

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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses


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