Free Writing Prospectus

0001193125-12-332194.txt : 20120802 0001193125-12-332194.hdr.sgml : 20120802 20120802171212 ACCESSION NUMBER: 0001193125-12-332194 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOST HOTELS & RESORTS L.P. CENTRAL INDEX KEY: 0001061937 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522095412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-181063 FILM NUMBER: 121004359 BUSINESS ADDRESS: STREET 1: 6903 ROCKLEDGE DR STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 BUSINESS PHONE: 240-744-1000 MAIL ADDRESS: STREET 1: 6903 ROCKLEDGE DR. STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 FORMER COMPANY: FORMER CONFORMED NAME: HOST Hotels & Resorts L P DATE OF NAME CHANGE: 20060418 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT L P DATE OF NAME CHANGE: 19980519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOST HOTELS & RESORTS L.P. CENTRAL INDEX KEY: 0001061937 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522095412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 6903 ROCKLEDGE DR STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 BUSINESS PHONE: 240-744-1000 MAIL ADDRESS: STREET 1: 6903 ROCKLEDGE DR. STREET 2: SUITE 1500 CITY: BETHESDA STATE: MD ZIP: 20817-1109 FORMER COMPANY: FORMER CONFORMED NAME: HOST Hotels & Resorts L P DATE OF NAME CHANGE: 20060418 FORMER COMPANY: FORMER CONFORMED NAME: HOST MARRIOTT L P DATE OF NAME CHANGE: 19980519 FWP 1 d389370dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-181063

Host Hotels & Resorts, L.P.

Final Term Sheet

August 2, 2012


Issuer:		Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”)

Title of Securities:		4.750% Series C Senior Notes due 2023

Aggregate Principal Amount:		$450,000,000 ($100,000,000 more than announced)

Trade Date:		August 2, 2012

Settlement Date:		August 9, 2012 (T+5)

Final Maturity Date:		March 1, 2023

Interest Payment Dates:		March 1 and September 1

First Interest Payment Date:		March 1, 2013

Record Dates:		February 15 and August 15

Price to Public:		100.000%, plus accrued interest from August 9, 2012

Gross Proceeds:		$450,000,000

Coupon:		4.750%

Yield to Maturity:		4.750%

Spread to Treasury:		+329 basis points

Benchmark Treasury:		UST 7.125% due 2/15/23

Benchmark Treasury Yield:		1.462%

Optional Redemption:		At any time, the Notes may be redeemed, in whole or in part, at a price equal to 100% of their principal amount, plus the Make-Whole Premium (T + 50 bps), plus accrued and unpaid interest, if any, thereon to the applicable redemption date. Within the period beginning on or after 90 days before maturity, the Notes may be redeemed, in whole or in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, thereon to the applicable redemption date.


Change of Control Triggering Event:		101% plus accrued and unpaid interest, if any, thereon to the applicable redemption date.

Underwriters:
Joint Book-Running Managers:		Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. J.P. Morgan Securities LLC Wells Fargo Securities, LLC

Co-Managers:		BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Morgan Stanley & Co. LLC PNC Capital Markets LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc.

CUSIP/ISIN Numbers:		CUSIP: 44107TAT3/ ISIN: US44107TAT34

Use of Proceeds:		As a result of the increase in the principal amount of the notes, the Company estimates that the net proceeds from the sale of the notes will be approximately $443 million, after deducting discounts, fees and expenses payable by us. The Company intends to use the proceeds from the sale of the Series C senior notes to redeem the remaining $250 million face amount of 6³/₈% Series O senior notes due 2015 at an aggregate redemption price of $252.7 million, to redeem $150 million face amount of 6³/₄% Series Q senior notes due 2016 at an aggregate redemption price of $153.4 million and for general corporate purposes. Pending application of the net proceeds, the Company may invest the proceeds in short-term securities.

Other Relationships:		Certain of the underwriters or their affiliates are lenders under our credit facility.

The Company has filed a registration statement (including a prospectus) and a preliminary prospectus with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Merrill Lynch at (800) 294-1322 or e-mail: dg.prospectus_requests@baml.com; Goldman, Sachs & Co. at (866) 471-2526 or e-mail: prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC at (800) 245-8812; or Wells Fargo Securities, LLC at (800) 326-5897 or e-mail: cmclientsupport@wellsfargo.com.