0001193125-21-320472.txt : 20211105 0001193125-21-320472.hdr.sgml : 20211105 20211104184801 ACCESSION NUMBER: 0001193125-21-320472 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20211105 DATE AS OF CHANGE: 20211104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Pacific Properties, Inc. CENTRAL INDEX KEY: 0001482512 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 271430478 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-255579 FILM NUMBER: 211381655 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: NINTH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 445-5700 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: NINTH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Pacific Properties, Inc. CENTRAL INDEX KEY: 0001482512 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 271430478 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: NINTH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 445-5700 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: NINTH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025 FWP 1 d223306dfwp.htm FWP FWP

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration File No. 333-255579

Relating to Preliminary Prospectus Supplement

Dated November 4, 2021 to Prospectus Dated April 28, 2021

Pricing Term Sheet

Hudson Pacific Properties, Inc.

4.750% Series C Cumulative Redeemable Preferred Stock

(Liquidation Preference $25.00 per Share)

November 4, 2021

 

Issuer:    Hudson Pacific Properties, Inc.
Security:    4.750% Series C Cumulative Redeemable Preferred Stock (“series C preferred stock”)
Number of Shares:    16,000,000 shares
Over-Allotment Option:    2,400,000 shares
Public Offering Price:    $25.00 per share; $400,000,000 total ($460,000,000 total if the underwriters exercise their over-allotment option in full)
Underwriting Discount:    $0.7875 per share for retail orders; $6,013,389.38 total; $0.50 per share for institutional orders $4,181,975.00 total
Maturity Date:    Perpetual (unless redeemed by the Issuer on or after November 16, 2026 or pursuant to its special optional redemption right, or converted by a holder in connection with a “Change of Control”)
Pricing Date:    November 4, 2021
Settlement Date:    November 16, 2021 (T + 7)
Expected Ratings:*    Baa3/BB/BB
Liquidation Preference:    $25.00 per share, plus accrued and unpaid dividends
Dividend Rate:    4.750% per annum of the $25.00 per share liquidation preference (equivalent to a fixed annual rate of $1.1875 per share), accruing from November 16, 2021
Dividend Payment Dates:    Quarterly on or about the last day of March, June, September and December of each year, beginning on or about March 31, 2022
Optional Redemption:    On and after November 16, 2026, the Issuer may, at its option, redeem the series C preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends (whether or not authorized or declared) up to, but not including, the redemption date (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares), subject to the special optional redemption right described below. Any partial redemption will be on a pro rata basis or by lot.
Special Optional Redemption:    Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the series C preferred stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash, at a redemption price of $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be

   paid on the payment date notwithstanding prior redemption of such shares). If, prior to the Change of Control Conversion Date, the Issuer exercises any of its redemption rights relating to the series C preferred stock (whether the optional redemption right or the special optional redemption right), the holders of series C preferred stock will not have the conversion right described below with respect to the shares called for redemption.
Change of Control:   

A “Change of Control” occurs when, after the original issuance of the series C preferred stock, each of the following have occurred and are continuing:

 

•   the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Issuer entitling that person to exercise more than 50% of the total voting power of all stock of the Issuer entitled to vote generally in the election of the Issuer’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

 

•   as a result of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity (or if, in connection with such transaction, shares of common stock are converted into or exchanged for (in whole or in part) common equity securities of another entity, such other entity) has a class of common securities (or ADRs representing such securities) listed on the New York Stock Exchange (the “NYSE”), the NYSE American LLC (the “NYSE AMER”), or the NASDAQ Stock Market (the “NASDAQ”), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or the NASDAQ.

Conversion Rights:   

Upon the occurrence of a Change of Control, each holder of series C preferred stock will have the right (unless, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem such shares of series C preferred stock) to convert some or all of the series C preferred stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of series C preferred stock to be converted equal to the lesser of:

 

•   the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a series C preferred stock dividend payment and prior to the corresponding series C preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and

 

•   1.9121 (i.e., the Share Cap), subject to certain adjustments;

 

subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement.

  

If, on or prior to the Change of Control Conversion Date, the Issuer has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of series C preferred stock will not have any right to convert the shares of series C preferred stock selected for redemption in connection with the Change of Control Conversion Right and any shares of series C preferred stock 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.

 

The “Change of Control Conversion Date” is the date the series C preferred stock is to be converted, which will be a business day fixed by us that is no fewer than 20 days nor more than 35 days after the date on which the Issuer 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 the holders of the Issuer’s common stock is solely cash, the amount of cash consideration per share of the Issuer’s common stock or (ii) if the consideration to be received in the Change of Control by holders of the Issuer’s common stock is other than solely cash (x) the average of the closing sale prices per share of the Issuer’s 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 ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Issuer’s common stock is then traded, or (y) the average of the last quoted bid prices for the Issuer’s common stock in the over-the-counter market as reported by OTC Markets Group, Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Issuer’s common stock is not then listed for trading on a U.S. securities exchange.

CUSIP/ISIN:    444097 307/US4440973075
Listing:    The Issuer intends to apply to list the series C preferred stock on the NYSE under the symbol “HPP Pr C”. If the application is approved, trading of the series C preferred stock on the NYSE is expected to commence within 30 days after the date of initial delivery of the series C preferred stock.
Joint Book-Running Managers:    BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and RBC Capital Markets, LLC
Co-Managers:    Barclays Capital Inc., BMO Capital Markets Corp., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Regions Securities LLC and Samuel A. Ramirez & Company, Inc.

 

*

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

This communication is intended for the sole use of the person to whom it is provided by the sender.

The issuer has filed a registration statement (including a preliminary prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling or emailing (i) BofA Securities, Inc. toll-free at 1-800-294-1322 or dg.prospectus_requests@bofa.com; (ii) Morgan Stanley & Co. LLC toll-free at 1-866-718-1649; (iii) Wells Fargo Securities, LLC toll-free at 1-800-645-3751; or (iv) RBC Capital Markets, LLC toll-free at 1-866-375-6829.