FWP

0001193125-15-340418.txt : 20151008 0001193125-15-340418.hdr.sgml : 20151008 20151008171035 ACCESSION NUMBER: 0001193125-15-340418 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151008 DATE AS OF CHANGE: 20151008 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: 333-203127 FILM NUMBER: 151151384 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 d46529dfwp.htm FWP FWP

Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-203127

Host Hotels & Resorts, L.P.

Final Term Sheet

October 8, 2015


Issuer:		Host Hotels & Resorts, L.P., a Delaware limited partnership

Title of Securities:		4.500% Series F Senior Notes due 2026

Aggregate Principal Amount:		$400,000,000 ($50,000,000 more than announced)

Trade Date:		October 8, 2015

Settlement Date:		October 14, 2015 (T+3)

Final Maturity Date:		February 1, 2026

Interest Payment Dates:		February 1 and August 1, commencing February 1, 2016

Record Dates:		January 15 and July 15

Price to Public:		99.680%, plus accrued interest from October 14, 2015

Gross Proceeds:		$398,720,000

Coupon:		4.500%

Yield to Maturity:		4.540%

Spread to Treasury:		+248 basis points

Benchmark Treasury:		UST 2.00% due August 15, 2025

Benchmark Treasury Yield:		2.060%

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 + 40 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.


CUSIP / ISIN Numbers:		CUSIP: 44107T AW6 / ISIN: US44107TAW62

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 $395 million, after deducting discounts, fees and expenses payable by us. The Company intends to use the net proceeds from the sale of the Series F senior notes, together with cash on hand and an additional $100 million draw under the Company’s New Term Loan, to redeem all of the Company’s $500 million aggregate principal amount of 6% Series V senior notes due 2020 at an aggregate redemption price of $515 million. Pending application of the net proceeds, the Company may invest the net proceeds in short-term securities.

Underwriters:

Joint Book-Running Managers:		Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC Goldman, Sachs & Co. Deutsche Bank Securities Inc.

Senior Co-Managers:		BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. Scotia Capital (USA) Inc. Wells Fargo Securities, LLC

Junior Co-Managers:		PNC Capital Markets LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. BBVA Securities Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC Regions Securities LLC SMBC Nikko Securities Americas, Inc. UBS Securities LLC

Other Relationships:		Certain of the underwriters or their affiliates participate in, or are lenders under, our Credit Facility. Certain of the underwriters or their affiliates hold our outstanding 6% Series V Senior Notes due 2020 and, as a result of the redemption thereof with proceeds from this offering, as set forth under the heading “Use of Proceeds,” will receive a portion of the net proceeds from this offering.

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 Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 or e-mail: dg.prospectus_requests@baml.com or J.P. Morgan Securities LLC collect at (212) 834-4533.