HST Host Hotels and Resorts Inc

 

 

 

 

On September 12, 2019, Host Hotels & Resorts, L.P. (“ ”), for whom Host Hotels & Resorts, Inc. acts as sole general partner, entered into an underwriting agreement (the “ ”) with Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC.

Pursuant to the Underwriting Agreement, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC agreed to serve as representatives of the several underwriters named in the Underwriting Agreement in connection with the public offering by Host L.P. of $650 million aggregate principal amount of its 3 / % Series H senior notes due 2029 (the “ ”).

The net proceeds to Host L.P. from the sale of the Series H senior notes, after deducting the underwriting discount, original issue discount and estimated transaction expenses, are estimated to be approximately $640.2 million. Host L.P. intends to allocate an amount equal to the net proceeds from the sale of the Series H senior notes to one or more eligible green projects, including the previous acquisitions of the Andaz Maui at Wailea Resort in Hawaii and the 1 Hotel South Beach in Miami Beach, Florida, each of which has received LEED Silver certification. Host L.P. intends to initially use the net proceeds from the offering, together with cash on hand, to redeem (i) all of the outstanding $300 million aggregate principal amount of Host L.P.’s Series Z senior notes (the “ ”) and (ii) all of the outstanding $350 million aggregate principal amount of Host L.P.’s Series B senior notes (the “ ”). Pending application of the net proceeds, Host L.P. may invest the net proceeds in short-term securities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement, which is being filed as Exhibit 1.1 to this Current Report on Form and is incorporated herein by reference.

 

 

 

 

On September 13, 2019, Host L.P. gave notice that it intends to redeem all of the outstanding Series Z senior notes and Series B senior notes. The redemption date for the Series Z senior notes and the Series B senior notes is October 15, 2019 (the “ ”), in each case pursuant to an irrevocable notice delivered by the trustee on Host L.P.’s behalf on September 13, 2019.

The Series Z senior notes were issued pursuant to the Forty-First Supplemental Indenture, dated as of November 18, 2011 (the “ ”), to Host L.P.’s Amended and Restated Indenture, dated as of August 5, 1998 (the “ ”), originally among HMH Properties, Inc. (now Host L.P.), the subsidiary guarantors named therein, and HSBC Bank USA f/k/a Marine Midland Bank (now succeeded by The Bank of New York Mellon), as trustee. Under the terms of the Series Z senior notes, the redemption price will be (a) 100.000% of the principal amount thereof (b) the Make-Whole Premium (as defined in the Forty-First Supplemental Indenture) as calculated by Host L.P. (c) accrued and unpaid interest thereon to the Redemption Date.

The Series B senior notes were issued pursuant to the Forty-Second Supplemental Indenture, dated as of March 22, 2012 (the “ ”), to the Base Indenture. Under the terms of the Series B senior notes, the redemption price will be (a) 100.000% of the principal amount thereof (b) the Make-Whole Premium (as defined in the Forty-Second Supplemental Indenture) as calculated by Host L.P. (c) accrued and unpaid interest thereon to the Redemption Date.