Item 8.01 Other Events.
On February 25, 2022, Hudson Pacific Properties, Inc. (the "Company") entered
into accelerated share repurchase agreements with Bank of America, N.A. ("Bank")
under which the Company will purchase, in the aggregate, $200 million of its own
outstanding common stock, par value $0.01 per share (the "Common Stock").
Under Confirmation agreements dated February 25, 2022 (the "Agreements"), on
February 28, 2022, Bank will deliver to the Company 3,315,133 shares of Common
Stock and on or prior to March 11, 2022 Bank will deliver to the Company
approximately 3.4 million shares of Common Stock. The aggregate number of shares
of Common Stock to be delivered under the Agreements will be based generally
upon a discount to the Rule 10b-18 volume-weighted average price at which the
shares of Common Stock trade during the regular trading sessions on the New York
Stock Exchange during the term of the Agreements. At final settlement, Bank may
be obligated to deliver additional shares of Common Stock to the Company or the
Company may be obligated to make delivery of shares of Common Stock or a cash
payment to Bank, at the Company's option. The Company expects final settlement
of the share repurchases under the Agreements to occur during the third quarter
of 2022.
The Agreements are subject to certain customary adjustments and termination
provisions. In addition, upon the occurrence of certain extraordinary events,
Bank is entitled to terminate the Agreements, in which case the Company may
receive fewer shares of Common Stock than expected.
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