SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
HOST
HOTELS & RESORTS, L.P.
(Name of Subject Company (Issuer))
HOST HOTELS & RESORTS, L.P. (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
2.625%
Exchangeable Senior Debentures Due 2027
(Title of Class of Securities)
44107TAE6
(CUSIP Numbers of Class of Securities)
with copy
to:
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Elizabeth A. Abdoo, Esq.
Executive Vice President and General Counsel
Host Hotels &
Resorts, L.P.
6903 Rockledge Drive, Suite 1500
Bethesda, Maryland 20817
(240) 744-1000
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Scott C. Herlihy, Esq.
Latham & Watkins LLP
555 Eleventh Street, NW, Suite 1000
Washington, DC 20005
Phone: (202) 637-2200
Fax: (202) 637-2201
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(Name, address and telephone numbers of person authorized to
receive notices and communications on behalf of filing person)
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$388,016,000
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$44,466.63
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*
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For purposes of calculating amount of filing fee only. The transaction valuation upon which the filing fee was based was calculated as follows: The purchase price of
the 2.625% Exchangeable Senior Debentures Due 2027, as described herein, is $1,000 per $1,000 principal amount outstanding. As of March 12, 2012, there was $388,016,000 aggregate principal amount outstanding, resulting in an aggregate purchase
price of $388,016,000.
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**
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The amount of the filing fee equals $114.60 per $1,000,000 of the value of the transaction.
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¨
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Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Not applicable
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Filing Party:
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Not applicable
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Form or Registration No.:
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Not applicable
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Date Filed:
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Not applicable
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d1(d) (Cross-Border Third- Party Tender Offer)
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TABLE OF CONTENTS
INTRODUCTORY STATEMENT
SIGNATURE
EX-99.(a)(1)(A)
EX-99.(a)(1)(B)
EX-99.(a)(5)
INTRODUCTORY STATEMENT
Pursuant to the terms of, and subject to the conditions set forth in, that certain Twenty-third Supplemental Indenture, dated as of
March 23, 2007, as supplemented (the
Twenty-third Supplemental Indenture
) among Host Hotels & Resorts, L.P., a Delaware limited partnership (the
Company
), Host Hotels & Resorts, Inc., a
Maryland Corporation, the subsidiary guarantors therein and The Bank of New York Mellon, as successor to HSBC Bank USA (formerly Marine Midland Bank), as Trustee (the
Trustee
), to the Amended and Restated Indenture, dated as of
August 5, 1998, as amended and supplemented (the
Indenture
), for the Companys 2.625% Exchangeable Senior Debentures due 2027 (the
Debentures
), this Tender Offer Statement on Schedule TO
(the
Schedule TO
) is being filed with the United States Securities and Exchange Commission (the
SEC
) by the Company with respect to the right of each holder (the
Holder
) of the
Debentures to sell, and the obligation of the Company to purchase, the Debentures, as set forth in the Company Repurchase Notice to Holders of 2.625% Exchangeable Senior Debentures due 2027, dated March 15, 2012 (the
Company
Repurchase Notice
), and the related notice materials filed as exhibits to this Schedule TO (which Company Repurchase Notice and related notice materials, as amended or supplemented from time to time, collectively constitute the
Put Option
).
This Schedule TO is intended to satisfy the filing and disclosure requirements of Rules
13e-4(c)(2) and 13e-4(d)(1) under the Securities and Exchange Act of 1934, as amended (the
Exchange Act
).
Item 1. Summary Term Sheet.
The information set forth in the Company Repurchase Notice in the section entitled
Summary Term Sheet is incorporated herein by reference.
Item 2. Subject Company Information
(a)
Name and Address
. The issuer of the Debentures is Host Hotels & Resorts, L.P., a Delaware limited
partnership, with its principal executive offices located at 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland, 20817; telephone number (240) 744-1000.
(b)
Securities
. The subject class of securities is the Companys 2.625% Exchangeable Senior Debentures due April 15, 2027. As of March 12, 2012, there was $388,016,000 aggregate
principal amount of Debentures outstanding.
(c)
Trading Market and Price
. The Debentures are not listed on any
national securities exchange and there is no established trading market for the Debentures and trading in the Debentures has been limited. Under certain circumstances, the Debentures are exchangeable into the common stock of Host Hotels &
Resorts, Inc., which trades on the New York Stock Exchange under the symbol HST. The information set forth under Market for the Debentures and the Common Stock in the Company Repurchase Notice is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person
(a)
Name and Address
. This is an issuer tender offer made by the filing person and subject company, Host Hotels & Resorts,
L.P., a Delaware limited partnership, with its principal executive offices located at 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland, 20817; telephone number (240) 744-1000.
1
The following tables set forth the names of each of the directors and executive officers of
Host Hotels & Resorts, Inc., the general partner of the Company. The business address and telephone number of each person set forth below is c/o Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland,
20817; telephone number (240) 744-1000.
Directors
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Name
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Title
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Richard E. Marriott
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Chairman of the Board of Directors
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W. Edward Walter
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President, Chief Executive Officer and Director
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Robert M. Baylis
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Director
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Willard W. Brittain
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Director
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Terence C. Golden
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Director
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Ann McLaughlin Korologos
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Director
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John B. Morse, Jr.
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Director
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Walter C. Rakowich
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Director
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Gordon H. Smith
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Director
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Executive Officers
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Name
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Title
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Elizabeth A. Abdoo
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Executive Vice President, General Counsel and Secretary
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Minaz Abji
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Executive Vice President, Asset Management
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Joanne G. Hamilton
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Executive Vice President, Human Resources
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Larry K. Harvey
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Executive Vice President and Chief Financial Officer
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Gregory J. Larson
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Executive Vice President, Corporate Strategy and Fund Management
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James F. Risoleo
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Executive Vice President, Managing Director Europe
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Brian G. Macnamara
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Senior Vice President and Corporate Controller
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Item 4. Terms of the Transaction.
(1) Tender Offer.
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(i)-(xii)
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The information set forth in the Company Repurchase Notice in the sections entitled Summary Term Sheet, Information Concerning the Company,
Information Concerning the Debentures, Procedures to be Followed by Holders Electing to Surrender Debentures for Purchase, Right of Withdrawal and Material United States Federal Income Tax
Considerations is incorporated herein by reference.
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(2) Mergers and Similar Transactions.
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(i)-(vii)
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Not applicable.
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(b)
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The information set forth in the Company Repurchase Notice in the section entitled Interests of Directors, Executive Officers and Affiliates of the Company in the
Debentures and Purchases of Debentures by the Company and its Affiliates is incorporated herein by reference. To the Companys knowledge based on reasonable inquiry, no Debentures are owned by, or will be purchased from, any
officer, director or affiliate of the Company.
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Item 5. Past Contacts, Transactions,
Negotiations and Agreements.
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(e)
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Agreements Involving the Subject Companys Securities
. The information set forth in the Company Repurchase Notice in the section entitled Information
Concerning the Debentures is incorporated herein by reference.
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Item 6. Purposes of the
Transaction and Plans or Proposals.
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(a)
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Purposes
. The purpose of this transaction is to satisfy the Companys obligation to purchase all Debentures validly surrendered and not withdrawn by Holders
pursuant to the terms and conditions of the Put Option.
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(b)
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Use of Securities Acquired
. The information set forth in the Company Repurchase Notice in the section entitled Debentures Acquired is incorporated
herein by reference.
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(c)
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Plans
. The information set forth in the Company Repurchase Notice in the section entitled Plans or Proposals of the Company is incorporated herein by
reference.
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Item 7. Source and Amount of Funds or Other Consideration.
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(a)
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Source of Funds
. The information set forth in the Company Repurchase Notice in the sections entitled Summary Term Sheet and Payment for
Surrendered Debentures is incorporated herein by reference.
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(d)
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Borrowed Funds
. The information set forth in the Company Repurchase Notice in the section entitled Payment for Surrendered Debentures is incorporated
herein by reference.
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Item 8. Interest in Securities of the Subject Company.
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(a)
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Securities Ownership
. The information set forth in the Company Repurchase Notice in the section entitled Interests of Directors, Executive Officers and
Affiliates of the Company in the Debentures is incorporated herein by reference.
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(b)
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Securities Transactions
. None.
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Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
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(a)
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Solicitations or Recommendations
. The information set forth in the Company Repurchase Notice in the sections entitled Information
Concerning the Company and Information Concerning the DebenturesRepurchase Price is incorporated herein by reference.
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None of the Company, its management or board of directors (or committee thereof) or the Trustee and Paying Agent is making any recommendation as to whether holders of the Debentures should
surrender such Debentures for repurchase.
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Item 10. Financial Statements.
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(a)
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Pursuant to Instruction 2 to Item 10 of Schedule TO, the Companys financial condition is not material to a Holders decision whether to put the
Debentures to the Company because (i) the consideration being paid to Holders surrendering Debentures consists solely of cash, (ii) the Put Option is not subject to any financing conditions, (iii) the Company is a public reporting
company that files reports electronically on EDGAR and (iv) the Put Option applies to all outstanding Debentures.
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Item 11.
Additional Information.
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(a)
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Agreements, Regulatory Requirements and Legal Proceedings
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(2)
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The Company is required to comply with federal and state securities laws and tender offer rules.
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(c)
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Other Material Information
. None.
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Item 12. Exhibits.
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Exhibit
Number
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Description of Document
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(a)(1)(A)*
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Company Repurchase Notice to Holders of 2.625% Exchangeable Senior Debentures due 2027, dated March 15, 2012.
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(a)(1)(B)*
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Form W-9.
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(a)(5)*
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Press Release Regarding Put Option, dated March 15, 2012.
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(b)
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Forty-first Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon,
as successor to HSBC Bank USA (formerly Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 (incorporated by reference to exhibit 4.1 to Host Hotels & Resorts, Inc.s and Host Hotels & Resorts,
L.P.s Current Report on Form 8-K dated November 18, 2011).
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(d)(1)
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Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as
Trustee (incorporated by reference to Host Marriott Corporation Current Report on Form 8-K dated August 6, 1998).
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4
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(d)(2)
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Twenty-third Supplemental Indenture, dated as of March 23, 2007, by and among the Company, Host Hotels & Resorts, Inc., the Subsidiary Guarantors named therein and The Bank
of New York, as successor to HSBC Bank USA (formerly Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 relating to the 2.625% Exchangeable Senior Debentures due 2027 (incorporated by reference to
Exhibit 4.1 to Host Hotels & Resorts, Inc.s Current Report on Form 8-K, filed March 29, 2007).
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(d)(3)
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Registration Rights Agreement, dated March 23, 2007, among the Company, Host Hotels & Resorts, Inc. and Goldman, Sachs & Co. and Banc of America Securities LLC, as
representatives of the several Initial Purchasers named therein, related to the 2.625% Exchangeable Senior Debentures due 2027 (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.s Current Report on Form 8-K filed on
March 29, 2007).
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(g)
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Not Applicable.
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(h)
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Not Applicable.
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: March 15, 2012
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HOST HOTELS & RESORTS, L.P.
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By:
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HOST HOTELS & RESORTS, INC.
its General Partner
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By:
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/s/ Brian G. Macnamara
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Brian G. Macnamara
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Senior Vice President and Corporate Controller
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INDEX TO EXHIBITS
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Exhibit
Number
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Description of Document
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(a)(1)(A)*
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Company Repurchase Notice to Holders of 2.625% Exchangeable Senior Debentures due 2027, dated March 15, 2012.
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(a)(1)(B)*
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Form W-9.
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(a)(5)*
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Press Release Regarding Put Option, dated March 15, 2012.
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(b)
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Forty-first Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York
Mellon, as successor to HSBC Bank USA (formerly Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 (incorporated by reference to exhibit 4.1 to Host Hotels & Resorts, Inc.s and Host Hotels &
Resorts, L.P.s Current Report on Form 8-K dated November 18, 2011).
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(d)(1)
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Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as
Trustee (incorporated by reference to Host Marriott Corporation Current Report on Form 8-K dated August 6, 1998).
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(d)(2)
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Twenty-third Supplemental Indenture, dated as of March 23, 2007, by and among the Company, Host Hotels & Resorts, Inc., the Subsidiary Guarantors named therein and The Bank
of New York, as successor to HSBC Bank USA (formerly Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 relating to the 2.625% Exchangeable Senior Debentures due 2027 (incorporated by reference to Exhibit
4.1 to Host Hotels & Resorts, Inc.s Current Report on Form 8-K, filed March 29, 2007).
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(d)(3)
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Registration Rights Agreement, dated March 23, 2007, among the Company, Host Hotels & Resorts, Inc. and Goldman, Sachs & Co. and Banc of America Securities LLC, as
representatives of the several Initial Purchasers named therein, related to the 2.625% Exchangeable Senior Debentures due 2027 (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.s Current Report on Form 8-K filed on
March 29, 2007).
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(g)
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Not Applicable.
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(h)
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Not Applicable.
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