hpp-20250910
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15 (d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2025
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Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
(Exact name of registrant as specified in its charter)
| Hudson Pacific Properties, Inc. | Maryland | 001-34789 | 27-1430478 | |||||||||||||||||
| Hudson Pacific Properties, L.P. | Maryland | 333-202799-01 | 80-0579682 | |||||||||||||||||
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||||||||
| 11601 Wilshire Blvd., Ninth Floor | |||||||||||
| Los Angeles, | California | 90025 | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (310) 445-5700
Not Applicable
(Former name or former address, if changed since last report)
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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:
| ☐ | 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)) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||||
| Hudson Pacific Properties, Inc. | Common Stock, $0.01 par value | HPP | New York Stock Exchange | |||||||||||||||||
| Hudson Pacific Properties, Inc. | 4.750% Series C Cumulative Redeemable Preferred Stock | HPP Pr C | New York Stock Exchange | |||||||||||||||||
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).
Hudson Pacific Properties, Inc ☐
Hudson Pacific Properties, L.P. ☐
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.
Hudson Pacific Properties, Inc. ☐
Hudson Pacific Properties, L.P. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on December 21, 2021, Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), entered into a Fourth Amended and Restated Credit Agreement (as amended by that certain First Modification Agreement, dated as of September 15, 2022, that certain Second Modification Agreement, dated as of December 22, 2023, that certain Third Modification Agreement, dated as of May 3, 2024, that certain Fourth Modification Agreement, dated as of January 29, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, among others, the lenders from time to time party thereto (collectively, the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”).
On September 10, 2025 (the “Fifth Amendment Effective Date”), the Operating Partnership, as borrower, entered into a Fifth Modification Agreement (the “Amendment”) to the Credit Agreement with the Administrative Agent and the Lenders party thereto.
The Amendment, among other items, (a) extends the maturity date of, and increases the aggregate amount of commitments under, a portion of the revolving commitments to create an extended revolving facility in an aggregate principal amount of $462,000,000 (the “Extended Revolving Commitments”), resulting in an increase of the aggregate amount of commitments under its unsecured revolving credit facility to $795,250,000 of total commitments and (b) modifies certain of the financial maintenance covenants under the Credit Agreement, including (i) increasing the minimum ratio of adjusted EBITDA to fixed charges of the Company and its consolidated subsidiaries from 1.40 to 1.00 to 1.50 to 1.00 for any fiscal quarter ending on or after June 30, 2025, (ii) temporarily reducing the minimum ratio of unencumbered net operating income to unsecured interest expense of the Company and its consolidated subsidiaries from 2.00 to 1.00 to 1.75 to 1.00 for any fiscal quarter ending on or prior to December 31, 2026 and (iii) including a minimum liquidity covenant of not less than $125,000,000 of unrestricted cash, cash equivalents and unused revolving commitments as of the last day of each fiscal quarter if the aggregate amount of revolving commitments for such fiscal quarter is greater than $600,000,000. The maturity date of the Extended Revolving Commitments is December 31, 2028. Subject to certain conditions, the Operating Partnership has two six month extension options to extend the maturity date of the Extended Revolving Commitments for up to one additional year.
The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
10.1** | ||||||||
| 99.1** | ||||||||
104** | ||||||||
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** Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: September 16, 2025 | ||||||||||||||
| HUDSON PACIFIC PROPERTIES, INC. | ||||||||||||||
| By: | /s/ Mark T. Lammas | |||||||||||||
| Mark T. Lammas | ||||||||||||||
| President | ||||||||||||||
| HUDSON PACIFIC PROPERTIES, L.P. | ||||||||||||||
| By: | Hudson Pacific Properties, Inc., Its General Partner | |||||||||||||
| By: | /s/ Mark T. Lammas | |||||||||||||
| Mark T. Lammas | ||||||||||||||
| President | ||||||||||||||