UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 OR 15 (d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2021

 

Hudson Pacific Properties, Inc.

Hudson Pacific Properties, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

Hudson Pacific Properties, Inc.  ☐

Hudson Pacific Properties, L.P.  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Hudson Pacific Properties, Inc.  ☐

Hudson Pacific Properties, L.P.  ☐

 

 

 

On November 16, 2021, Hudson Pacific Properties, Inc. (the “Company”), as General Partner of Hudson Pacific Properties, L.P., its operating partnership subsidiary (the “Operating Partnership”), executed the Fifth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), in connection with its completion of an underwritten public offering of 16,000,000 shares of 4.750% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”). The Partnership Agreement, among other things, creates a series of preferred units (the “Series C Preferred Units”) that mirrors the rights and preferences of the Series C Preferred Stock described in more detail below. At the closing of the offering, the proceeds were contributed by the Company to the Operating Partnership in exchange for 16,000,000 Series C Preferred Units. This description of the material terms of the Partnership Agreement is qualified in its entirety by reference to the Partnership Agreement, which is filed as Exhibit 3.2 to this Current Report on Form and is hereby incorporated by reference into this Item 1.01.

 

In connection with the closing of underwritten public offering Series C Preferred Stock on November 16, 2021, the Operating Partnership issued to the Company 16,000,000 Series C Preferred Units in exchange for the Company’s contribution to the Operating Partnership of the net proceeds from the offering. The Series C Preferred Units have substantially similar rights, preferences and other privileges as the Series C Preferred Stock. The Operating Partnership issued the Series C Preferred Units to the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On November 15, 2021, the Company filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary (the “Articles Supplementary”) to the Company’s Articles of Amendment and Restatement, classifying and designating 18,400,000 shares of the Company’s authorized capital stock as shares of Series C Preferred Stock. As set forth in the Articles Supplementary, the Series C Preferred Stock, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company, ranks: (a) senior to all classes or series of the Company’s common stock, par value $0.01 per share (“Common Stock”), and any future classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding expressly designated as ranking junior to the Series C Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; (b) on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series C Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; and (c) junior to any other class or series of capital stock of the Company expressly designated as ranking senior to the Series C Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. Holders of Series C Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 4.750% per annum of the $25.00 per share liquidation preference per share, equivalent to $1.1875 per annum per share. Dividends are payable quarterly in arrears on or about the last day of December, March, June and September of each year, beginning on or about March 31, 2022. In addition to other preferential rights, the holders of Series C Preferred Stock are entitled to receive the liquidation preference, which is $25.00 per share, before the holders of Common Stock in the event of any voluntary or involuntary liquidation, dissolution or of the Company’s affairs.

Generally, Series C Preferred Stock are not redeemable by the Company prior to November 16, 2026. However, upon the occurrence of a “Change of Control” (as defined below), holders of Series C Preferred Stock will have the right (unless, on or prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of its election to redeem the Series C Preferred Stock) to convert some or all of the Series C Preferred Stock (the “Change of Control Conversion Right”) into a number of shares of Common Stock per Series C Preferred Stock to be converted equal to the lesser of:

 

subject, in each case, to provisions for the receipt of alternative consideration, as described in the Articles Supplementary.

If the Company has provided or provides a redemption notice, whether pursuant to the Company’s special optional redemption right in connection with a Change of Control or the Company’s optional redemption right, holders of Series C Preferred Stock will not have any right to convert their shares of Series C Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series C Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.

A “Change of Control” is when, after the original issuance of the Series C Preferred Stock, the following have occurred and are continuing:

 

 

The “Change of Control Conversion Date” will be a business day occurring within 20 to 35 days following the date on which the Company provides the required notice of the occurrence of a Change of Control to the holders of Series C Preferred Stock.

The “Common Stock Price” will be: (i) if the consideration to be received in the Change of Control by holders of shares of the Company’s Common Stock is solely cash, the amount of cash consideration per share of Common Stock, and (ii) if the consideration to be received in the Change of Control by holders of shares of the Company’s Common Stock is other than solely cash, the average of the closing price per share of Common Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices, or if more than one in either case, the average of the average closing bid and the average closing ask prices) for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control.

A complete description of the Series C Preferred Stock is contained in the Articles Supplementary which is filed as Exhibit 3.1 to this Current Report on Form and is hereby incorporated by reference into this Item 3.03.

Information about the Partnership Agreement under Item 1.01 of this Current Report on Form is incorporated by reference into this Item 3.03.

Information about the Articles Supplementary under Item 3.03 of this Current Report on Form is incorporated by reference into this Item 5.03.

Information about the Partnership Agreement under Item 1.01 of this Current Report on Form is incorporated by reference into this Item 5.03.

 

On November 16, 2021, the Company completed an underwritten public offering of 16,000,000 shares of its Series C Preferred Stock for net proceeds of approximately $ 389.5 million after deducting the underwriting discount and other estimated offering expenses. The offering was made pursuant to the Company’s effective registration statement on Form (File 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. Attached hereto as Exhibit 5.1 is the opinion of Venable LLP relating to the legality of the shares of Series C Preferred Stock issued in connection with the closing of the offering.

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.