Item 3.02 Unregistered Sales of Equity Securities.
The information contained under the heading Item 8.01 Other Events below is
incorporated herein by reference.
Item 8.01 Other Events
On
November
29, 2021, BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo
Securities, LLC and RBC Capital Markets, LLC, as representatives of the several
underwriters, partially exercised their over-allotment option to purchase an
additional 1,000,000 shares (the "Option Shares") of Hudson Pacific Properties,
Inc.'s 4.750% Series C Cumulative Redeemable Preferred Stock, par value $0.01
per share ("Series C Preferred Stock"). On December 2, 2021, we completed the
sale of the Option Shares to such underwriters for net proceeds of approximately
$24.2 million after deducting the underwriting discount. The offering was made
pursuant to an effective registration statement on Form S-3 (File No.
333-255579), a base prospectus, dated April 28, 2021, included as part of the
registration statement, and a prospectus supplement, dated November 4, 2021,
filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act").
In connection with the completion of the sale of Option Shares on December 2,
2021, Hudson Pacific Properties, L.P. issued to Hudson Pacific Properties, Inc.
1,000,000 of Hudson Pacific Properties, L.P.'s 4.750% Series C Cumulative
Redeemable Preferred Units ("Series C Preferred Units") in exchange for Hudson
Pacific Properties, Inc.'s contribution to Hudson Pacific Properties, L.P. of
the net proceeds from the sale of the Option Shares. The Series C Preferred
Units have substantially similar rights, preferences and other privileges as the
Series C Preferred Stock. Hudson Pacific Properties, L.P. issued the Series C
Preferred Units to Hudson Pacific Properties, Inc. in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act.
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