Host Hotels & Resorts Enters Material Definitive Agreement

TL;DR

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

AI Summary

On August 7, 2024, Host Hotels & Resorts, Inc. entered into a Material Definitive Agreement related to a financial obligation. The filing details the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. Specific details regarding the nature of the agreement and the financial amounts involved are not fully disclosed in this summary section of the filing.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a new financial obligation, which inherently carries some level of risk until more details are disclosed.

Key Players & Entities

• Host Hotels & Resorts, Inc. (company) — Registrant
• Host Hotels & Resorts L.P. (company) — Related Entity
• August 7, 2024 (date) — Date of Agreement

FAQ

Key Financial Figures

• $0.01 — st Hotels & Resorts, Inc. Common Stock, $0.01 par value HST The Nasdaq Stock Market L
• $700 million — ith the public offering by Host L.P. of $700 million aggregate principal amount of its 5.500
• $525 million — the Series L senior notes to repay all $525 million of its borrowings outstanding under the

Filing Documents

• hst-20240807.htm (8-K) — 53KB
• exhibit11-8xk.htm (EX-1.1) — 217KB
• exhibit41-8xk.htm (EX-4.1) — 184KB
• exhibit51-8xk.htm (EX-5.1) — 24KB
• lwlogo.jpg (GRAPHIC) — 85KB
• 0001628280-24-036743.txt ( ) — 850KB
• hst-20240807.xsd (EX-101.SCH) — 3KB
• hst-20240807_def.xml (EX-101.DEF) — 15KB
• hst-20240807_lab.xml (EX-101.LAB) — 27KB
• hst-20240807_pre.xml (EX-101.PRE) — 16KB
• hst-20240807_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 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 Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. Pursuant to the Underwriting Agreement, Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC 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 $700 million aggregate principal amount of its 5.500% Series L senior notes due 2035 (the " Series L 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 August 12, 2024, Host L.P. completed its underwritten public offering of the Series L senior notes. The offering of the Series L 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 August 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

Use of Proceeds

Use of Proceeds Host L.P. intends to use the net proceeds from the sale of the Series L senior notes to repay all $525 million of its borrowings outstanding under the revolver portion of its senior credit facility (without a reduction in commitments), including amounts borrowed in connection with the recent acquisitions of The Ritz-Carlton O'ahu, Turtle Bay and 1 Hotel Central Park, and for general corporate purposes, which may include capital expenditures, dividends and/or funding for future acquisitions of hotel properties.

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 L senior notes as currently intended 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 August 7, 2024, among Host Hotels & Resorts, L.P. and Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 4.1 Ninth Supplemental Indenture, dated August 12, 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 L senior notes (included in Exhibit 4.1). 5.1 Opinion of Latham & Watkins LLP regarding the validity of the Series L 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: August 12, 2024 By: JOSEPH C. OTTINGER Joseph C. Ottinger 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: August 12, 2024 By: JOSEPH C. OTTINGER Joseph C. Ottinger Senior Vice President and Corporate Controller

View Full Filing

View this 8-K filing on SEC EDGAR