Obligation Hospes Hotels & Resorts LP 3.75% ( US44107TAU07 ) en USD

Hospes Hotels & Resorts LP

100 % ▼

Etas-Unis

US44107TAU07 ( en USD )

3.75% par an ( paiement semestriel )

15/10/2023 - Obligation échue

Prospectus brochure de l'obligation Host Hotels & Resorts LP US44107TAU07 en USD 3.75%, échue

2 000 USD

400 000 000 USD

44107TAU0

N/A

Host Hotels & Resorts LP est une société immobilière américaine cotée en bourse spécialisée dans l'investissement, la propriété et la gestion d'hôtels haut de gamme dans les principaux marchés urbains et de villégiature aux États-Unis.

L'Obligation émise par Hospes Hotels & Resorts LP ( Etas-Unis ) , en USD, avec le code ISIN US44107TAU07, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2023
L'Obligation émise par Hospes Hotels & Resorts LP ( Etas-Unis ) , en USD, avec le code ISIN US44107TAU07, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Form 424B2
http://www.sec.gov/Archives/edgar/data/1061937/000119312513116178...
424B2 1 d503368d424b2.htm FORM 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-181063
P R O S P E C T U S S U P P L E M E N T
(To prospectus dated May 16, 2012)
$400,000,000

Host Hotels & Resorts, L.P.
3.750% Series D Senior Notes due 2023

We are offering $400 million aggregate principal amount of 3.750% Series D senior notes due 2023. We will pay interest on the Series D senior notes in
arrears on April 15 and October 15 of each year, commencing October 15, 2013. The Series D senior notes will mature on October 15, 2023. We have the option to
redeem the Series D senior notes in whole or in part at the redemption prices described under the caption "Description of Series D Senior Notes--Optional
Redemption" in this prospectus supplement.
The Series D senior notes will be our senior unsecured obligations, will rank equally in right of payment with all of our existing and future senior
unsecured indebtedness and will be effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the collateral securing
such indebtedness, and to the indebtedness of our subsidiaries. See "Description of Series D Senior Notes--Ranking" in this prospectus supplement.
The Series D senior notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Series D senior
notes on any securities exchange or for inclusion of the Series D senior notes in any automated quotation system.
Investing in our Series D senior notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement.

Per Note

Total

Public offering price (1)

99.946%
$399,784,000
Underwriting discount

0.650%
$ 2,600,000
Proceeds, before expenses, to us (1)

99.296%
$397,184,000

(1)
Plus accrued interest from March 28, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Series D senior notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about March 28, 2013, which
is the seventh business day following the date of this prospectus supplement.

Joint Book-Running Managers

J.P. Morgan

Goldman, Sachs & Co.

BofA Merrill Lynch
Deutsche Bank Securities
Senior Co-Managers

BNY Mellon Capital Markets, LLC

Credit Agricole CIB

Scotiabank
Wells Fargo Securities
Junior Co-Managers

Credit Suisse

Morgan Stanley

PNC Capital Markets LLC

RBC Capital Markets

Regions Securities LLC

The date of this prospectus supplement is March 19, 2013
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-iii
Forward-Looking Statements

S-iv
Prospectus Supplement Summary

S-1
Risk Factors

S-6
Use of Proceeds

S-9
Ratios of Earnings to Fixed Charges and Preferred Operating Partnership Unit Distributions

S-9
Capitalization

S-10
Description of Other Indebtedness

S-12
Description of Series D Senior Notes

S-19
United States Federal Income Tax Considerations

S-30
Underwriting

S-34
Legal Matters

S-40
Experts

S-40
Incorporation by Reference

S-40
Prospectus

Page
About This Prospectus

1

Where You Can Find More Information

2

Incorporation of Certain Information by Reference

2

Forward-Looking Statements

3

About The Company

5

Risk Factors

5

Use of Proceeds

5

Ratios of Earnings to Fixed Charges and Preferred Operating Partnership Unit Distributions

6

Description of Debt Securities

7

Plan of Distribution

45
Legal Matters

46
Experts

46
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
applicable free writing prospectus. We have not, and the underwriters have not, authorized any other person to provide you with additional or different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an
offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement, the accompanying prospectus, any applicable free writing prospectus and the documents incorporated by reference is accurate only as of their
respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain registered trademarks, service
marks and brand names that are the exclusive property of their respective owners, which are companies other than us, including Marriott®, Ritz-Carlton®, Hyatt®, Four
Seasons®, Fairmont®, Hilton®, Renaissance®, Westin®, Sheraton®, W®, The Luxury Collection®, St. Regis®, Swissôtel®, Le Meridien®, Novotel®, ibis®, Pullman® and
Delta®. None of the owners of these trademarks, service marks or brand names, their affiliates or any of their respective officers, directors, agents or employees, is an
issuer or underwriter of the debt securities being offered hereby. In addition, none of such persons has or will have any responsibility or liability for any information
contained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein.

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ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus, as well as the information incorporated by reference herein and therein,
carefully before you invest in our Series D senior notes. These documents contain important information you should consider before making your investment decision.
This prospectus supplement describes the terms of the offer and sale of the Series D senior notes. The accompanying prospectus contains information about our debt
securities generally. This prospectus supplement may add, update or change information contained in or incorporated by reference in the accompanying prospectus. If
the information in this prospectus supplement is inconsistent with any information contained in or incorporated by reference in the accompanying prospectus, the
information in this prospectus supplement will apply and will supersede the inconsistent information contained in or incorporated by reference in the accompanying
prospectus.
Unless this prospectus supplement otherwise indicates or the context otherwise requires, references to "Host Inc." mean Host Hotels & Resorts, Inc. and
references to "Host L.P." mean Host Hotels & Resorts, L.P. and its consolidated subsidiaries in cases where it is important to distinguish between Host Inc. and Host
L.P. We use the terms "we," "our" or "the company" to refer to Host Inc. and Host L.P. together, unless the context indicates otherwise. Host Inc. and Host L.P. file
combined periodic reports with the Securities and Exchange Commission (the "Commission" or "SEC"), certain of which are incorporated by reference herein.
References to "existing senior notes" herein include our Series Q, Series T, Series V, Series X, Series Z, Series B and Series C senior notes outstanding under the
indenture under which the Series D senior notes offered hereby will be issued. References to "senior notes" herein include the existing senior notes and any future
senior notes that we may issue under that indenture and the Exchangeable Senior Debentures as defined in this prospectus supplement.

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FORWARD-LOOKING STATEMENTS
Information included and incorporated by reference in this prospectus supplement and the accompanying prospectus contains forward-looking statements that
relate to our future performance and plans, results of operations, capital expenditures, expectations, acquisitions, divestitures and operating costs. Because these
forward-looking statements involve numerous known and unknown risks and uncertainties, there are important factors that could cause our actual results to differ
materially from those in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future events. Forward-looking
statements are based on management's beliefs, assumptions made by, and information currently available to, management that may be incorrect or imprecise and we may
not be able to realize them. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "predict," "project," "will," "continue" and other similar terms and phrases, including references to assumptions and forecasts of
future results.
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking
statements:

· the effect on lodging demand of (i) changes in national and local economic and business conditions, including concerns about global economic prospects

and the speed and strength of a recovery, and (ii) other factors such as natural disasters, weather, and the occurrence or potential occurrence of terrorist
attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

· operating risks associated with the hotel business;

· the continuing volatility in global financial and credit markets, and the impact of pending and future U.S. governmental action to address budget deficits

through reductions in spending and similar austerity measures and tax reform proposals, which could materially adversely affect the U.S. and global
economic conditions, business activity, credit availability, borrowing costs, and lodging demand;

· the impact of geopolitical developments outside the United States, such as the sovereign credit issues in certain countries in the European Union, or unrest

in the Middle East, which could affect the relative volatility of global credit markets generally, global travel and lodging demand, including for our foreign
hotel properties;

· the effect of rating agency downgrades of our debt securities on the cost and availability of new debt financings;

· the reduction in our operating flexibility and the limitation on our ability to pay dividends and make distributions resulting from restrictive covenants in

our debt agreements, which limit the amount of distributions from Host L.P. to Host Inc., and other risks associated with the level of our indebtedness or
related to restrictive covenants in our debt agreements, including the risk of default that could occur;

· our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements, and the effect of renovations on our hotel

occupancy and financial results;

· our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures;

· our ability to acquire or develop additional properties and the risk that potential acquisitions or developments may not perform in accordance with our

expectations;

· relationships with property managers and joint venture partners and our ability to realize the expected benefits of our joint ventures and other strategic

relationships;

· our ability to recover fully under our existing insurance policies for terrorist acts and our ability to maintain adequate or full replacement cost "all-risk"

property insurance policies on our properties on commercially reasonable terms;

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· the effects of tax legislative action and other changes in laws and regulations, or the interpretation thereof, including the need for compliance with new

environmental and safety requirements; and

· the ability of Host Inc. and each of the real estate investment trust ("REIT") entities acquired, established or to be established by Host Inc. to continue to
satisfy complex rules to qualify as REITs for federal income tax purposes, Host L.P.'s ability to satisfy the rules required to maintain its status as a

partnership for federal income tax purposes, and Host Inc.'s and Host L.P.'s ability and the ability of our subsidiaries, and similar entities to be acquired
or established by us to operate effectively within the limitations imposed by these rules.
Our success also depends upon economic trends generally, various market conditions and fluctuations and those other risk factors discussed under the heading
"Risk Factors" herein and in the accompanying prospectus and under the heading "Risk Factors" in our most recent annual report on Form 10-K and subsequent
quarterly reports on Form 10-Q and in our other filings with the SEC that are incorporated by reference in this prospectus supplement and the accompanying prospectus.
We caution you not to place undue reliance on forward-looking statements, which reflect our analysis only and speak as of the date of this prospectus supplement or the
accompanying prospectus, as applicable, or as of the dates indicated in the statements. All of our forward-looking statements, including those included and incorporated
by reference in this prospectus supplement and the accompanying prospectus, are qualified in their entirety by this statement. We undertake no obligation to update any
forward-looking statement to conform the statement to actual results or changes in our expectations.

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PROSPECTUS SUPPLEMENT SUMMARY
The Company
Host Hotels & Resorts, Inc. is a Maryland corporation that operates as a self-managed and self-administered REIT. Host Hotels & Resorts, Inc. owns
properties and conducts operations through Host Hotels & Resorts, L.P., a Delaware limited partnership, of which Host Hotels & Resorts, Inc. is the sole general
partner and in which it holds approximately 98.6% of the partnership interests as of March 15, 2013. Host Inc. has the exclusive and complete responsibility for
Host L.P.'s day-to-day management and control.
Host Inc. is the largest lodging REIT and one of the largest owners of luxury and upper upscale hotels. As of March 15, 2013, our consolidated lodging
portfolio consisted of 118 primarily luxury and upper upscale hotels containing approximately 62,600 rooms with the majority located in the United States, as well
as 15 properties located outside the United States in Canada, New Zealand, Chile, Australia, Mexico and Brazil. In addition, we own non-controlling interests in
two foreign joint ventures: a joint venture in Europe, which owns 19 luxury and upper upscale hotels with approximately 6,100 rooms in France, Italy, Spain, The
Netherlands, the United Kingdom, Belgium, Poland and Germany; and a joint venture in the Asia/Pacific region, which owns one hotel in Australia and a minority
interest in a joint venture in India that owns two hotels and is developing five additional hotels in India.
The address of our principal executive office is 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland 20817. Our phone number is (240) 744-1000. Our
Internet website address is www.hosthotels.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not
form a part of, this prospectus supplement or the accompanying prospectus.

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The Offering
The summary below describes the principal terms of the Series D senior notes. Many of the terms and conditions described below are subject to
important limitations and exceptions. For a more detailed description of the terms and conditions of the Series D senior notes, see the section entitled
"Description of Series D Senior Notes" in this prospectus supplement and the section entitled "Description of Debt Securities" in the accompanying
prospectus. For purposes of this section, references to "we," "our," or "us" refer only to Host Hotels & Resorts, L.P. and its successors and not to our
subsidiaries.

Issuer
Host Hotels & Resorts, L.P., a Delaware limited partnership.

Securities Offered
$400,000,000 aggregate principal amount of 3.750% Series D senior notes due 2023.

Maturity
October 15, 2023.

Interest
Interest on the Series D senior notes will accrue at an annual rate of 3.750%. We will pay interest on
the Series D senior notes in arrears on April 15 and October 15 of each year, commencing October
15, 2013.

Ranking
The Series D senior notes will be senior unsecured obligations, will rank senior to all of our future
subordinated indebtedness and will rank equally in right of payment with all of our existing and
future senior unsecured indebtedness, including our Credit Facility (as defined herein) and our
existing and future series of senior notes issued pursuant to our Amended and Restated Indenture
dated August 5, 1998, as supplemented.

The Series D senior notes and the existing senior notes will be effectively subordinated to all of our
existing and future secured indebtedness, to the extent of the value of the collateral securing such
indebtedness, and to the indebtedness of our subsidiaries. For further information on ranking, see

"Risk Factors--The Series D senior notes are effectively subordinated to our secured debt and to the
liabilities of our subsidiaries" and "Description of Our Other Indebtedness" in this prospectus
supplement and "Description of Debt Securities--Ranking" in the accompanying prospectus.

As of December 31, 2012, as adjusted to give effect to the offering of the Series D senior notes, the
use of proceeds therefrom and other anticipated debt repayments, we and our subsidiaries would
have had approximately $4.9 billion of total debt. This includes approximately $747 million of debt

secured by mortgage liens on various of our hotel properties and related assets of ours and our
subsidiaries, and $86 million of other subsidiary debt, all of which is effectively senior to the Series
D senior notes. See "Capitalization." As of December 31, 2012, we had no subordinated
indebtedness.

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Optional Redemption
The Series D senior notes will be redeemable in whole or in part at any time at our option. If the
Series D senior notes are redeemed prior to 90 days before maturity, the redemption price will be
100% of their principal amount, plus the Make-Whole Premium described in this prospectus
supplement, plus accrued and unpaid interest to, but excluding, the applicable redemption date.

Within the period beginning on or after 90 days before maturity, we may redeem the Series D senior

notes, in whole or in part, at a redemption price equal to 100% of their principal amount, plus
accrued and unpaid interest, if any, thereon to, but excluding, the applicable redemption date.

For more details, see the section entitled "Description of Series D Senior Notes--Optional

Redemption."

Certain Covenants
The indenture governing the Series D senior notes, among other things, restricts our ability and the
ability of our subsidiaries to:

· incur additional secured and unsecured indebtedness without satisfying certain financial

metrics; and

· sell all or substantially all assets or merge with or into other companies.

These limitations are subject to important exceptions and qualifications. See "Description of Series

D Senior Notes" in this prospectus supplement and "Description of Debt Securities--Covenants" in
the accompanying prospectus.

No Limitation on Incurrence of Indebtedness
Subject to compliance with covenants relating to our aggregate debt, maintenance of total
unencumbered assets, debt service and secured aggregate debt, the indenture does not limit the
amount of debt that we may issue under the indenture or otherwise.

Guarantees
The Series D senior notes will not be guaranteed by Host Inc. or any of our direct or indirect
subsidiaries. Under certain circumstances, certain of our direct and indirect subsidiaries, in the
future, may be required to guarantee the Series D senior notes, as well as certain of our other
outstanding indebtedness, including the existing senior notes and the current Credit Facility. Even if
we are required to provide for subsidiary guarantors in the future, those subsidiaries may be
released without the consent of holders under certain circumstances. See "Description of Series D
Senior Notes--Springing Guarantees and Pledges--Guarantees" in this prospectus supplement and
"Description of Debt Securities--Future Guarantees" in the accompanying prospectus.

Security
The Series D senior notes will not be secured by pledges of equity interests in any of our
subsidiaries or otherwise. Under certain

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circumstances, certain of our direct and indirect subsidiaries, in the future, may be required to pledge
their equity interests as security for the Series D senior notes, as well as certain of our other
outstanding indebtedness, including the existing senior notes and the current Credit Facility. Even if

our subsidiaries are required to provide security in the future, such security may be released without
the consent of holders under certain circumstances. See "Description of Series D Senior Notes--
Springing Guarantees and Pledges--Pledges" in this prospectus supplement and "Description of
Debt Securities--Security" in the accompanying prospectus.

Use of Proceeds
We intend to use the net proceeds from the sale of the Series D senior notes, together with cash on
hand, to redeem all of the outstanding $400 million aggregate principal amount of 9% Series T
senior notes due 2017 at an aggregate redemption price of $418 million. Pending application of the
net proceeds, we may invest the net proceeds in short-term securities. See "Use of Proceeds" in this
prospectus supplement.

Absence of Public Market
The Series D senior notes are new securities. We cannot assure you that any active or liquid market
will develop for the Series D senior notes. See "Underwriting--New Issue of Notes" in this
prospectus supplement.

Other Relationships
JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, is the syndication agent and
a lender under our Credit Facility. Additionally, Goldman Sachs Bank USA, an affiliate of Goldman,
Sachs & Co., is a senior managing agent and a lender, Bank of America, N.A., an affiliate of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, is the administrative agent, collateral agent and a lender
and Deutsche Bank AG New York Branch, an affiliate of Deutsche Bank Securities Inc., is a
documentation agent and a lender under our Credit Facility. Certain of the other underwriters or their
affiliates are also lenders under our Credit Facility. The Bank of New York Mellon, an affiliate of
BNY Mellon Capital Markets, LLC, also acts as trustee for our existing senior notes. Those
underwriters or their affiliates who have a lending relationship with us routinely hedge, and may, in
the future, hedge, their credit exposure to us consistent with their customary risk management
policies. Typically, these underwriters and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in our securities, including potentially the Series D senior notes offered hereby. Any such
credit default swaps or short positions could adversely affect future trading prices of the Series D
senior notes offered hereby. Certain of the underwriters or their affiliates also hold our 9% Series T
senior notes due 2017 and, as a result of the redemption thereof as set forth under the heading "Use
of Proceeds" in this prospectus supplement, may receive a portion of the net proceeds from this
offering.

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Risk Factors
You should read carefully the "Risk Factors" beginning on page S-6 of this prospectus supplement
and set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012,
which is incorporated herein by reference, as well as the risk factors discussed in the periodic
reports and other documents we file from time to time with the Commission and which we
incorporate into this prospectus supplement by reference.

Trustee
The Bank of New York Mellon.

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