UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

~~FORM~~ 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February 14~~August 31, ~~2019~~2020

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	0-25087	52-2095412
Maryland (Host Hotels & Resorts, Inc.)Delaware (Host Hotels & Resorts, L.P.)	001-146250-25087	53-008595052-2095412
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
6903 Rockledge Drive, Suite 1500 Bethesda, Maryland		20817
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~4747 ~~telephone~~Bethesda ~~number~~Avenue, ~~including~~Suite ~~area~~1300 ~~code: (240) 744-1000~~

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

(240) 744-1000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form

~~Check the appropriate box below if the Form~~ 8-K ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (

see

General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to Section 12(~~§230.405 of this chapter~~b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act: ~~of 1934 (§240.12b-2 of this chapter).~~


	Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.	Common Stock, $0.01 par value	HST	New York Stock Exchange
Host Hotels & Resorts, L.P.	None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3 1.0201. ~~Unregistered~~Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

On August 31, 2020, Host Hotels & Resorts, L.P. (“

~~On February 14, 2019,~~ Host ~~Hotels & Resorts,~~ L.P. (“Host LP”) acquired the entity that owns The 1 Hotel South Beach for the aggregate consideration of approximately $610 million, including the issuance by Host LP to RL Capital Realty Associates LLC, a Delaware limited liability company, of Class A Common Units with an aggregate value of approximately $2.6 million and Class G Preferred Units with an aggregate value of approximately $23.4 million. In connection with the acquisition, Host LP issued 142,471 Class A Common Units valued at $18.2539 per unit and 936,235 Class G Preferred Units with a per unit liquidation preference of $25.00. The Class G Preferred Units are not convertible into or exchangeable into any securities of Host LP or Hotels & Resorts, Inc., the General Partner of Host LP (the “General Partner”). Under certain circumstances set forth in the Third Amended and Restated Agreement of Limited Partnership of Host LP, each Class A Common Unit is redeemable for cash or, at the election of the General Partner, exchangeable for 1.021494 shares of the General Partner’s common stock.

”), for whom Host Hotels & Resorts, Inc. acts as sole general partner, entered into an underwriting agreement (the “

~~The~~Underwriting ~~Class A Common Units and the Class G Preferred Units were issued in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended.~~ 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 an additional $150 million aggregate principal amount of its 3.500% Series I senior notes due 2030 (the “

~~Item 3.03. Material Modification to Rights of Security Holders.~~additional

~~The~~Series ~~designations,~~I ~~preferences,~~senior rights, powers, restrictions and limitations of the newly issued Class G Preferred Units are governed by the Forty-Fifth Amendment to Third Amended and Restated Agreement of Limited Partnership of Host LP, dated February 14, 2019, which provides that each holder of Class G Preferred Units will be entitled to receive when, as and if declared by the General Partner, cash distributions at the rate of 5.0% per annum of the $25.00 liquidation preference per Class G Preferred Unit (which is equivalent to an annual rate of $1.25 per Class G Preferred Unit). Distributions began to accrue daily from February 14, 2019 and are payable quarterly in cash in arrears, when, as and if declared by the General Partner, commencing on April 15, 2019. notes

”).

~~While~~The ~~any~~net ~~Class G~~proceeds ~~Preferred~~to ~~Units~~Host ~~are~~L.P. ~~outstanding,~~from nothe ~~full~~sale ~~distributions~~of ~~may~~the additional Series I senior notes are estimated to be ~~authorized~~approximately $146 million, ~~declared~~after ordeducting ~~paid~~the onunderwriting ~~any~~discount, ~~units~~de ~~which~~minimis ~~rank~~original ~~equally~~issue ~~with~~discount ~~or junior~~and toestimated ~~the~~transaction ~~Class G~~expenses, ~~Preferred~~and ~~Units~~excluding ~~unless~~accrued ~~full~~interest ~~cumulative~~from, ~~distributions~~and ~~have~~including, ~~been~~August 20, or2020 ~~contemporaneously~~through, ~~are~~and ~~authorized~~excluding, ~~declared~~September 3, ~~and~~2020 ~~paid~~in orthe ~~reserved~~amount ~~for~~of ~~payment~~$189,583.33 onpayable to us. Host L.P. intends to fully allocate an amount equal to the ~~Class G~~net ~~Preferred~~proceeds ~~Units,~~from ~~except~~the ~~for~~sale ~~certain~~of ~~distributions~~the ~~made~~additional ~~in certain~~Series ~~circumstances~~I ~~(i) when~~senior ~~distributions~~notes on the ~~Class G~~issue ~~Preferred~~date ~~Units~~to ~~are~~one ~~not~~or ~~permitted~~more ~~pursuant~~eligible togreen ~~any~~projects, ~~provisions~~including ~~regarding~~previously ~~distributions~~completed ~~contained~~hotel developments and redevelopments, renovations in ~~any~~existing ~~agreement~~hotels ofthat ~~Host~~have LPreceived, or ~~the~~are ~~General~~expected ~~Partner~~to ~~and~~receive ~~(ii) when~~LEED ~~distributions are~~certification, ~~necessary~~refurbishments toand ~~maintain~~improvement ~~the~~projects ~~General~~including ~~Partner’s~~energy ~~status~~and aswater aefficient ~~real~~technologies ~~estate~~and ~~investment~~renewable ~~trust~~energy. ~~(“REIT”)~~Following orthe toallocation ~~preserve~~referenced above, Host ~~LP’s~~L.P. ~~status~~intends asto ause ~~partnership~~the ~~for~~net ~~federal~~proceeds ~~income~~for ~~tax~~general corporate purposes, which may include repurchases of debt.

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

Except as described above regarding certain distributions permitted to maintain REIT or partnership status and when distributions on the Class G Preferred Units are not permitted pursuant to other agreements, while any Class G Preferred Units are outstanding, unless cumulative distributions have been paid or reserved for payment and all redemption requests have been paid, no distributions (other than distributions paid solely in certain junior units) may be authorized, declared or paid or reserved for payment on any units ranking equally with or junior to the Class G Preferred Units, nor may any such units be redeemed, except, in certain instances for redemption or exchange for certain junior units or by the General Partner for shares of common stock and for certain distributions permitted to maintain REIT or partnership status. 8-K

and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

In the event of any liquidation, dissolution or winding up of Host LP, before any payment or distribution of the assets of Host LP is made to or reserved for holders of certain junior units, holders of Class G Preferred Units are entitled to receive $25.00 per Class G Preferred Unit, plus an amount equal to all distributions accumulated, accrued and unpaid to the date of payment. Until the holders of the Class G Preferred Units have been paid such amount, no payment or distribution may be made to holders of certain junior units upon the liquidation, dissolution or winding up of Host LP. If the assets of Host LP, or the proceeds thereof, distributable to the holders of the Class G Preferred Units are insufficient to pay holders of Class G Preferred Units and any class(es) of equally ranked units, then the assets or proceeds will be distributed ratably among the holders of the Class G Preferred Units and holders of units ranking equally. Subject to the rights of the holders of certain units ranking equally to the Class G Preferred Units, upon any liquidation, dissolution or winding up of Host LP, after payment to the holders of the Class G Preferred Units is made, holders of junior units, subject to any respective terms and provisions applying to such units, will be entitled to receive any remaining assets or proceeds. Off-Balance

Sheet Arrangement of a Registrant.

On September 3, 2020, Host L.P. completed its underwritten public offering of $150 million aggregate principal amount of additional Series I senior notes. The additional Series I senior notes have identical terms as Host L.P.’s existing $600 million aggregate principal amount of 3.500% Series I senior notes due 2030 issued on August 20, 2020 (the “

~~The~~existing ~~information~~Series ~~included~~I insenior ~~Item 3.02 above is also incorporated by reference into this Item 3.03.~~ notes

”) and described in our Current Report on Form

8-K

filed on August 21, 2020. The additional Series I senior notes will have terms identical to the existing Series I senior notes, other than issue date and offering price, will have the same CUSIP number as the existing Series I senior notes and will vote together with the existing Series I senior notes as a single class immediately upon issuance.

The offering of the additional Series I senior notes was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on April 12, 2018, as amended (Registration

No. 333-224247)

(the “

Registration Statement

”), a base prospectus, dated April 26, 2018, included as part of the Registration Statement, and a prospectus supplement, dated August 31, 2020, 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 opinion of our counsel, Latham & Watkins LLP, regarding the validity of the securities being registered.

The additional Series I senior notes were issued pursuant to the sixth supplemental indenture, dated August 20, 2020 (the “

Supplemental Indenture

”), between Host L.P. and The Bank of New York Mellon, as trustee (the “

Trustee

”), which supplements the indenture, dated May 15, 2015, between Host L.P. and the Trustee.

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 the potential impact of

COVID-19,

our ability to apply the proceeds of the Series I senior notes as currently intended, our ability to use or allocate the net proceeds of the Series I 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, 2019, our Quarterly Reports on Form

10-Q

for the quarters ended March 31, 2020 and June 30, 2020 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated August 31, 2020, 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		Sixth Supplemental Indenture, dated August 20, 2020, between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on August 21, 2020).

4.2		Form of Series I senior notes (included in Exhibit 4.1).

5.1		Opinion of Latham & Watkins LLP regarding the validity of the Series I 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

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
	HOST HOTELS & RESORTS, INC.
Date: February 19, 2019	By:	/s/ Brian G. Macnamara
Date: September 3, 2020	By:	/s/ Brian G. Macnamara
		Brian G. Macnamara
		Senior Vice President, Corporate Controller
		Senior Vice President and Corporate Controller

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: September 3, 2020	By:	/s/ Brian G. Macnamara
		Brian G. Macnamara
		Senior Vice President and Corporate Controller

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