Host Hotels & Resorts Enters Material Definitive Agreement

TL;DR

HOST just signed a big deal, creating a new financial obligation.

AI Summary

On May 7, 2024, Host Hotels & Resorts, Inc. entered into a material definitive agreement related to a direct financial obligation. The filing details the creation of this obligation under an off-balance sheet arrangement, with further information provided in the accompanying exhibits.

Why It Matters

This filing indicates a significant financial commitment or obligation for Host Hotels & Resorts, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, depending on the terms and scale of the agreement.

Key Players & Entities

• Host Hotels & Resorts, Inc. (company) — Filer
• Host Hotels & Resorts L.P. (company) — Related Filer
• May 7, 2024 (date) — Date of agreement

FAQ

Key Financial Figures

• $600 million — ith the public offering by Host L.P. of $600 million aggregate principal amount of its 5.700
• $215 million — s K senior notes to repay the remaining $215 million of borrowings outstanding under the rev

Filing Documents

• hst-20240507.htm (8-K) — 53KB
• exhibit11-8xk.htm (EX-1.1) — 214KB
• exhibit41-8xk.htm (EX-4.1) — 193KB
• exhibit51-8xk.htm (EX-5.1) — 24KB
• lathamwatkinsr.jpg (GRAPHIC) — 20KB
• 0001628280-24-022621.txt ( ) — 766KB
• hst-20240507.xsd (EX-101.SCH) — 3KB
• hst-20240507_def.xml (EX-101.DEF) — 15KB
• hst-20240507_lab.xml (EX-101.LAB) — 27KB
• hst-20240507_pre.xml (EX-101.PRE) — 16KB
• hst-20240507_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 7, 2024, Host Hotels & Resorts, L.P. (" Host L.P. "), for whom Host Hotels & Resorts, Inc. acts as sole general partner, entered into an underwriting agreement (the " Underwriting Agreement ") with J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC. Pursuant to the Underwriting Agreement, J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, 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 $600 million aggregate principal amount of its 5.700% Series K senior notes due 2034 (the " Series K senior notes "). 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 8-K and is incorporated herein by reference. Additional information required by this item is included in Item 2.03 below and is incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 10, 2024, Host L.P. completed its underwritten public offering of the Series K senior notes. The offering of the Series K senior notes was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on April 9, 2024, as amended (Registration No. 333-278572) (the " Registration Statement "), a base prospectus, dated April 17, 2024, included as part of the Registration Statement, and a prospectus supplement, dated May 7, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. In connection with the filing of the prospectus supplement, we are filing as Exhibit 5.1 to this Current Report on Form 8-K an

Use of Proceeds

Use of Proceeds Host L.P. intends to allocate an amount equal to the net proceeds from the sale of the Series K senior notes to finance and/or refinance one or more eligible green projects, including the April 2024 acquisition of the 1 Hotel Nashville and Embassy Suites by Nashville Downtown, each of which has received LEED Silver certification. Following the allocation to eligible green projects, Host L.P. intends to use the net proceeds from the sale of the Series K senior notes to repay the remaining $215 million of borrowings outstanding under the revolver portion of its senior credit facility. Pending full allocation of an amount equal to the net proceeds from the offering of the Series K senior notes to eligible green projects, Host L.P. intends to hold or invest an amount equal to the balance of the net proceeds not yet allocated to eligible green projects in cash, cash equivalents, treasury securities and/or to repay existing borrowings in line with Host L.P.'s treasury management policies. The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements In this Current Report on Form 8-K, we make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "expect," "may," "intend," "predict," "project," "plan," "will," "estimate" and other similar terms and phrases. Forward-looking statements are based on management's current expectations and assumptions and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include our ability to apply the proceeds of the Series K senior notes as currently intended, our ability to use or allocate the net proceeds of the Series K senior notes to eligible green projects that will satisfy, or continue to satisfy, investor criteria and expectations regarding environmental impact and sustainability performance and other risks and uncertainties associated with our business described in our Annual Report on Form 10–K for the year ended December 31, 2023, our Quarterly Reports on Form 10-Q and in other filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release updates to any forward-looking statement contained in this report to conform the statement to actual results or changes in our expectations.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated May 7, 2024, among Host Hotels & Resorts, L.P. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 4.1 Eighth Supplemental Indenture, dated May 10, 2024, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015. 4.2 Form of Series K senior notes (included in Exhibit 4.1). 5.1 Opinion of Latham & Watkins LLP regarding the validity of the Series K senior notes. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. HOST HOTELS & RESORTS, INC. Date: May 10, 2024 By: / S / J OSEPH C. O TTINGER Name: Joseph C. Ottinger Title: Senior Vice President and Corporate Controller

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. HOST HOTELS & RESORTS, L.P. By: HOST HOTELS & RESORTS, INC its General Partner Date: May 10, 2024 By: / S / J OSEPH C. O TTINGER Name: Joseph C. Ottinger Title: Senior Vice President and Corporate Controller

View Full Filing

View this 8-K filing on SEC EDGAR