Item 1.01 Entry into a Material Definitive Agreement.

On September 15, 2022, Hudson Pacific Properties, L.P. completed an underwritten public offering of $350,000,000 aggregate principal amount of its 5.950% Senior Notes due 2028 (the "Notes"), which are fully and unconditionally guaranteed by Hudson Pacific Properties, Inc.

The terms of the Notes are governed by a base indenture, dated as of October 2, 2017, by and among Hudson Pacific Properties, L.P., as issuer, Hudson Pacific Properties, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a supplemental indenture, dated as of September 15, 2022, by and among Hudson Pacific Properties, L.P., Hudson Pacific Properties, Inc. and the Trustee.



The base indenture and the supplemental indenture contain various restrictive
covenants, including limitations on Hudson Pacific Properties, L.P.'s ability to
incur additional indebtedness and requirements to maintain a pool of
unencumbered assets. Copies of the base indenture and the supplemental
indenture, including the form of the Notes and the guarantee, the terms of which
are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form
8-K.
The base indenture as supplemented by the supplemental indenture is referred to
herein collectively as the indenture.

The offering of the Notes was made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission on April 28, 2021
(Registration Nos.
333-255579
and
333-255579-01),
a base prospectus, dated April 28, 2021, included as part of the registration
statement, and a prospectus supplement, dated September 8, 2022, 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 Hudson Pacific Properties, L.P.'s counsel, Venable LLP, regarding
certain Maryland law issues, and as Exhibit 5.2 to this Current Report on Form
8-K
an opinion of Hudson Pacific Properties, L.P.'s counsel, Latham & Watkins LLP,
regarding the validity of the Notes and related guarantee.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 15, 2022, Hudson Pacific Properties, L.P. completed an underwritten public offering of $350,000,000 aggregate principal amount of its Notes. The Notes were offered at 99.614% of the principal amount thereof. The Notes are Hudson Pacific Properties, L.P.'s general unsecured senior obligations and rank equally in right of payment with all of its other unsecured senior indebtedness. However, the Notes are effectively subordinated in right of payment to all of Hudson Pacific Properties, L.P.'s existing and future secured indebtedness from time to time outstanding and to all existing and future liabilities and preferred equity of Hudson Pacific Properties, L.P.'s subsidiaries. The Notes bear interest at 5.950% per annum. Interest on the Notes is payable on February 15 and August 15 of each year, beginning February 15, 2023, until the maturity date of February 15, 2028. Hudson Pacific Properties, L.P.'s obligations under the Notes are fully and unconditionally guaranteed by Hudson Pacific Properties, Inc. Copies of the base indenture and supplemental indenture, including the forms of the Notes and guarantee of the Notes by Hudson Pacific Properties, Inc., the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

At any time up to, but not including, January 15, 2028, the Notes will be redeemable in whole or in part from time to time, at Hudson Pacific Properties, L.P.'s option and in Hudson Pacific Properties, L.P.'s sole discretion, at a redemption price equal to the sum of:



    •     100% of the principal amount of the Notes being redeemed plus accrued and
          unpaid interest up to, but not including, the redemption date; and



  •   a make-whole premium.

Notwithstanding the foregoing, if the Notes are redeemed on or after January 15, 2028, the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest up to, but not including, the redemption date.

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Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:



    •     default for thirty (30) days in the payment of any installment of
          interest under the Notes;



    •     default in the payment of the principal amount or redemption price due
          with respect to the Notes, when the same becomes due and payable;
          provided, however, that a valid extension of the maturity of the Notes in
          accordance with the terms of the indenture shall not constitute a default
          in the payment of principal;



    •     Hudson Pacific Properties, L.P.'s failure to comply with any of Hudson
          Pacific Properties, L.P.'s other agreements in the Notes or the indenture
          upon receipt by Hudson Pacific Properties, L.P. of notice of such default
          by the Trustee or by holders of not less than twenty five percent (25%)
          in aggregate principal amount of the Notes then outstanding and the
          operating partnership's failure to cure (or obtain a waiver of) such
          default within sixty (60) days after it receives such notice;



    •     failure to pay any debt (as defined in the indenture) (other than
          non-recourse
          debt (as defined in the indenture)) for money borrowed by Hudson Pacific
          Properties, L.P. or Hudson Pacific Properties, Inc. or any significant
          subsidiary (as defined in the indenture) in an outstanding principal
          amount in excess of $50,000,000 at final maturity or upon acceleration
          after the expiration of any applicable grace period, which debt (other
          than
          non-recourse
          debt) is not discharged, or such default in payment or acceleration is
          not cured or rescinded, within thirty (30) days after written notice to
          Hudson Pacific Properties, L.P. or Hudson Pacific Properties, Inc. from
          the Trustee (or to Hudson Pacific Properties, L.P. and the Trustee from
          holders of at least twenty five percent (25%) in principal amount of the
          outstanding Notes); and



    •     certain events of bankruptcy, insolvency or reorganization, court
          appointment of a receiver, liquidator or trustee of Hudson Pacific
          Properties, L.P., Hudson Pacific Properties, Inc. or any significant
          subsidiary or any substantial part of their respective property, or
          commencement of an involuntary case or other proceeding against Hudson
          Pacific Properties, L.P., Hudson Pacific Properties, Inc. or any
          significant subsidiary seeking liquidation, reorganization or other
          relief with respect to Hudson Pacific Properties, L.P., Hudson Pacific
          Properties, Inc. or any significant subsidiary or its debts under any
          bankruptcy, insolvency or other similar law (which involuntary case or
          other proceeding remains undismissed and unstayed for thirty (30) days).


The descriptions of the indenture and the supplemental indenture in this Current
Report on
8-K
are summaries and are qualified in their entirety by the terms of the indenture
and supplemental indenture, respectively.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
Number                                    Description

4.1            Indenture, dated as of October 2, 2017, among Hudson Pacific
             Properties, L.P., as issuer, Hudson Pacific Properties, Inc., as
             guarantor, and U.S. Bank Trust Company, National Association, as
             successor in interest to U.S. Bank National Association, as trustee
             (incorporated by reference to Exhibit 4.1 to the Company's Current
             Report on Form 8-K filed on October 2, 2017).

4.2            Supplemental Indenture No. 4, dated as of September 15, 2022, among
             Hudson Pacific Properties, L.P., as issuer, Hudson Pacific Properties,
             Inc., as guarantor, and U.S. Bank Trust Company, National Association,
             as successor in interest to U.S. Bank National Association, as
             trustee, including the form of 5.950% Senior Notes due 2028 and the
             guarantee.

5.1            Opinion of Venable LLP

5.2            Opinion of Latham & Watkins LLP

23.1           Consent of Venable LLP (included in Exhibit 5.1)

23.2           Consent of Latham & Watkins LLP (included in Exhibit 5.2)

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

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