HOST HOTELS& RESORTS, L.P. (NYSE:HST) Files An 8-K Entry into a Material Definitive Agreement

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HOST HOTELS& RESORTS, L.P. (NYSE:HST) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

The information required by this item is included in Item 2.03
below and is incorporated herein by reference.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On March20, 2017, Host Hotels Resorts, L.P. (Host L.P.), for whom
Host Hotels Resorts, Inc. acts as sole general partner, completed
its underwritten public offering of $400 million aggregate
principal amount of its 3.875% Senior Notes due 2024 (the Series
G senior notes).

The offering of the Series G senior notes was made to an
effective shelf registration statement filed with the Securities
and Exchange Commission on March31, 2015, as amended
(Registration No.333-203127) (the Registration Statement), a base
prospectus, dated April23, 2015, included as part of the
registration statement, and a prospectus supplement, dated
March9, 2017, filed with the Securities and Exchange Commission
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 notes were issued to the third supplemental indenture, dated
March20, 2017 (the Supplemental Indenture), between Host L.P. and
The Bank of New York Mellon, as trustee (the Trustee), which
supplements the indenture, dated May15, 2015 (the Base Indenture
and, as supplemented to date, the Indenture) between Host L.P.
and the Trustee. The notes pay interest semi-annually in arrears.

Optional Redemption Provisions

At any time, upon not less than 15 nor more than 60 days notice,
the Series G senior notes will be redeemable at Host L.P.s
option, in whole or in part, at a price equal to 50% of their
principal amount, plus a make-whole premium as set forth in the
Indenture, plus accrued and unpaid interest to, but excluding,
the applicable redemption date.

Host L.P. may also redeem the Series G senior notes within the
period beginning 60 days prior to the April1, 2024 maturity date,
in whole or in part, upon not less than 15 nor more than 60 days
notice, at a redemption price equal to 50% of the principal
amount of the Series G senior notes to be redeemed, plus accrued
and unpaid interest to, but excluding, the applicable date of
redemption.

Restrictive Covenants

Under the terms of the Indenture, Host L.P.s ability to incur
indebtedness is subject to restrictions and the satisfaction of
various conditions, including the achievement of an
EBITDA-to-interest coverage ratio of at least 1.5x by Host L.P.
This ratio is calculated in accordance with the Indenture and
excludes from interest expense items such as call premiums and
deferred financing charges that are included in interest expense
on Host L.P.s consolidated statement of operations. In addition,
the calculation is based on Host L.P.s pro forma results for the
four prior fiscal quarters giving effect to certain transactions,
such as acquisitions, dispositions and financings, as if they
occurred at the beginning of the period. Other covenants limiting
Host L.P.s ability to incur indebtedness include maintaining
total indebtedness of less than 65% of adjusted total assets
(using undepreciated real estate values) and maintaining secured
indebtedness of less than 40% of adjusted total assets. In
addition, Host L.P. will at all times be required to maintain
total unencumbered assets of at least 150% of the aggregate
principal amount of outstanding unsecured indebtedness of Host
L.P. and its subsidiaries. So long as Host L.P. maintains the
required level of interest coverage and satisfies these and other
conditions in the Indenture, it may incur additional debt under
the Indenture.

Use of Proceeds

Host L.P. intends to use the net proceeds from the sale of the
Series G senior notes to repay a portion of Host L.P.s borrowings
under its credit facility and for general corporate purposes.

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

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 managements
current

expectations and assumptions, are not guarantees of future
performance, and 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 deploy the proceeds of the Series G senior notes as
currently planned and other risks and uncertainties associated
with our business described in our Annual Report on Form 10K for
the year ended December31, 2016, 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.

Item9.01. Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.

Description

4.1 Third Supplemental Indenture, dated March20, 2017, by and
between Host Hotels Resorts, L.P. and The Bank of New York
Mellon, as trustee, to the Indenture dated May15, 2015.
5.1 Opinion of Latham Watkins LLP regarding the validity of the
Series G senior notes.

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.
(Registrant)
Date: March20, 2017 By: /s/ Brian G. Macnamara
Brian G. Macnamara
Senior Vice President and Corporate Controller


About HOST HOTELS & RESORTS, L.P. (NYSE:HST)

Host Hotels & Resorts, Inc. (Host Inc.) operates as a self-managed and self-administered real estate investment trust (REIT). The Company operates through hotel ownership segment. The Company operates through hotel ownership segment. The Company owned properties and conducted operations through Host Hotels & Resorts, L.P. (Host L.P.), of which Host Inc. was the general partner and of which it held approximately 99% of the partnership interests (OP units), as of December 31, 2016. As of February 20, 2017, its lodging portfolio consisted of 96 primarily luxury and upper-upscale hotels containing approximately 53,500 rooms, with the majority located in the United States, and with seven of the properties located outside of the United States in Australia, Brazil, Canada and Mexico. In addition, it owns non-controlling interests in two international joint ventures: approximately a 33% interest in a joint venture in Europe, and a 9% indirect interest, through joint ventures in India.

HOST HOTELS & RESORTS, L.P. (NYSE:HST) Recent Trading Information

HOST HOTELS & RESORTS, L.P. (NYSE:HST) closed its last trading session down -0.09 at 18.35 with 9,402,719 shares trading hands.

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