Obligation Hospes Hotels & Resorts LP 4.5% ( US44107TAW62 ) en USD

Hospes Hotels & Resorts LP

100 % ▲

Etas-Unis

US44107TAW62 ( en USD )

4.5% par an ( paiement semestriel )

01/02/2026

Prospectus brochure de l'obligation Host Hotels & Resorts LP US44107TAW62 en USD 4.5%, échéance 01/02/2026

2 000 USD

400 000 000 USD

44107TAW6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/02/2026 ( Dans 114 jours )

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 US44107TAW62, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2026

L'Obligation émise par Hospes Hotels & Resorts LP ( Etas-Unis ) , en USD, avec le code ISIN US44107TAW62, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Hospes Hotels & Resorts LP ( Etas-Unis ) , en USD, avec le code ISIN US44107TAW62, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424B2
424B2 1 d46529d424b2.htm FORM 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-203127

PROSPECTUS SUPPLEMENT
(To prospectus dated April 23, 2015)
$400,000,000

Host Hotels & Resorts, L.P.
4.500% Series F Senior Notes due 2026

We are offering $400 million aggregate principal amount of 4.500% Series F senior notes due 2026. We will pay interest on the Series F
senior notes in arrears on February 1 and August 1 of each year, commencing February 1, 2016. The Series F senior notes will mature on
February 1, 2026. We have the option to redeem the Series F senior notes in whole or in part at the redemption prices described under the caption
"Description of Series F Senior Notes--Optional Redemption" in this prospectus supplement.
The Series F 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 F Senior Notes--Ranking" in
this prospectus supplement.
The Series F senior notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Series F
senior notes on any securities exchange or for inclusion of the Series F senior notes in any automated quotation system.

Investing in our Series F senior notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus
supplement.

Per

Note
Total

Public offering price (1)

99.680%
$398,720,000
Underwriting discount

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

99.030%
$396,120,000

(1)
Plus accrued interest from October 14, 2015, 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 F 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 October 14, 2015.

Joint Book-Running Managers
BofA Merrill Lynch

J.P. Morgan
Goldman, Sachs & Co.

Deutsche Bank Securities
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Senior Co-Managers
BNY Mellon Capital
Credit Agricole CIB
Scotiabank
Wells Fargo Securities
Markets, LLC

Junior Co-Managers
PNC Capital
SunTrust Robinson
US Bancorp
BBVA
Morgan Stanley
Markets LLC

Humphrey

RBC Capital
Regions Securities
SMBC Nikko
UBS Investment Bank
Markets

LLC

The date of this prospectus supplement is October 8, 2015
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-10
Ratios of Earnings to Fixed Charges and Preferred Operating Partnership Unit Distributions
S-11
Capitalization
S-12
Description of Other Indebtedness
S-14
Description of Series F Senior Notes
S-21
United States Federal Income Tax Considerations
S-33
Underwriting
S-37
Legal Matters
S-43
Experts
S-43
Incorporation by Reference
S-43
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information; Incorporation by Reference

2
The Company

4
Risk Factors

5
Use of Proceeds

6
Ratio of Earnings to Fixed Charges and Preferred Operating Partnership Unit Distributions

7
Description of Debt Securities

8
Global Securities

16
Plan of Distribution

19
Legal Matters

21
Experts

21
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
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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®, Fairmont®, Hilton®, Renaissance®, Westin®, Sheraton®, W®, The Luxury Collection®, St. Regis®,
Swissôtel®, Le Meridien®, Novotel®, ibis® and Pullman®. 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.
Table of Contents
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 F 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 F 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 V,
Series Z, Series B, Series C, Series D and Series E senior notes currently outstanding. References to "non-investment grade notes" include our
Series V, Series Z, Series B and Series C senior notes currently outstanding and issued before we attained an investment grade rating. References
to "investment grade notes" include our Series D and Series E senior notes currently outstanding and issued after we attained an investment grade
rating. The Series F senior notes offered hereby will be issued pursuant to an indenture dated as of May 15, 2015 (the "Indenture"). References to
"senior notes" herein include the existing senior notes issued pursuant to the Amended and Restated Indenture dated as of August 5, 1998 (the
"1998 Indenture"), the Series E senior notes issued pursuant to the Indenture, any future senior notes that we may issue under the Indenture and the
Exchangeable Senior Debentures (as defined in this prospectus supplement).

S-ii
Table of Contents
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 the
duration and strength of U.S. economic growth and global economic prospects and the value of the U.S. dollar, and (ii) other factors

such as natural disasters, weather, pandemics, changes in the international political climate, 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;

· the impact of geopolitical developments outside the United States, such as the pace of the economic recovery in Europe, the slowing of
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growth in emerging markets such as China and Brazil, or unrest in the Middle East, which could affect the relative volatility of global
credit markets generally, global travel and lodging demand, including with respect to our foreign hotel properties;

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

governmental action to address such deficits through reductions in spending and similar austerity measures, which could materially
adversely affect U.S. and global economic conditions, business activity, credit availability, borrowing costs, and lodging demand;

· operating risks associated with the hotel business, including the effect of increasing labor costs or changes in workplace rules that affect

labor costs;

· 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 expenditures requirements, and the effect of

renovations, including temporary closures, 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;

S-iii
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· 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;

· the effect of a data breach or significant disruption of hotel operator information technology networks as a result of cyber attacks;

· 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;

· 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 in order 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; and

· risks associated with our ability to execute our dividend policy, including factors such as investment activity, operating results and the

economic outlook, any or all of which may influence the decision of Host Inc.'s board of directors to pay future dividends at levels
previously disclosed or to use available cash to make special dividends.
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.

S-iv
Table of Contents
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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 Inc. owns
properties and conducts operations through Host Hotels & Resorts, L.P., a Delaware limited partnership, of which Host Inc. is the sole general
partner and in which it holds approximately 99% of the partnership interests as of October 1, 2015. Host Inc. has the exclusive and complete
responsibility for Host L.P.'s day-to-day management and control.
Host Inc. is an S&P 500 and Fortune 500 company and is the largest lodging REIT and one of the largest owners of luxury and upper-
upscale hotels. As of October 1, 2015, we own 94 properties in the United States and 16 properties internationally totaling approximately
58,000 rooms. The Company also holds non-controlling interests in five joint ventures, including one in Europe that owns 18 hotels with
approximately 6,200 rooms and one in Asia that has interests in four hotels in Australia and India. We have made progress with respect to the
sale of several of our international properties and expect to close those sales over the next 60 days, subject to standard closing conditions. In
connection with the sale of certain of these properties, we intend to exit the Asia-Pacific market. There can be no assurance as to when such
transactions will be consummated or the final terms of any such transactions.
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.
Recent Developments
Quarter Ended September 30, 2015 Update
After achieving 5% comparable hotel revenue per available room ("RevPAR") growth on a constant dollar basis in July, we experienced
weak comparable hotel RevPAR growth of just 0.7% in August due to soft leisure business in the United States and lower than expected
growth at our international properties. While we have not received September results, the August trends are expected to continue into
September, and may impact our fourth quarter operations. Based on this information, we estimate our 2015 full year comparable RevPAR
growth on a constant dollar basis to be in the 4.0% to 4.5% range. There can be no assurances that the projected growth in RevPAR will be
attained for any number of reasons, including, but not limited to, slower than anticipated growth in the economy or business investment, or
changes in travel patterns, all of which can effect lodging demand at our properties, see "Forward Looking Statements."
Term Loan
On September 10, 2015, we exercised the accordion feature of our Credit Facility (as defined herein) to borrow an additional $300
million term loan. We also have the option to borrow an additional $200 million in term loans on a delayed basis through March 2016. See
"Description of Other Indebtedness--Credit Facility--General" for additional information regarding the New Term Loan (as defined herein).
2.50% Exchangeable Debentures
On September 14, 2015, Host L.P. notified holders of its outstanding 2.50% Exchangeable Senior Debentures that the holders have an
option, pursuant to the terms of the debentures, to require Host L.P. to purchase, on October 15, 2015, all or a portion of such holders'
debentures at a price equal to 100% of the

S-1
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aggregate principal amount of the debentures. Host L.P. will pay the aggregate purchase price of any debentures tendered solely in cash. If all
outstanding debentures are surrendered for purchase, the aggregate cash purchase price will be $391.3 million, the current outstanding
aggregate principal amount of the debentures. Holders that do not surrender their debentures for purchase will maintain the right to exchange
their debentures, subject to the terms, conditions and adjustments applicable to the debentures. The debentures are currently exchangeable and
the exchange price, which is subject to adjustment for dividends, is equivalent to a Host Inc. share price of $12.45. Based on Host Inc.'s
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current stock price, the exchange value of the debentures exceeds the cash purchase price. Host L.P. has filed a Tender Offer Statement on
Schedule TO for the debentures with the Commission. In addition, documents specifying the terms, conditions and procedures for
surrendering and withdrawing debentures for purchase, including the notices to holders, are available through The Depository Trust Company
and the paying agent for the debentures, which is The Bank of New York Mellon.
In October 2015, subject to market conditions, Host L.P. intends to give notice that it will redeem all of its currently outstanding
debentures at a cash redemption price of 100% of the principal amount plus accrued interest to the redemption date. As noted above, the
exchange value of these securities currently exceeds the cash redemption price. If this continues, we would expect holders to elect to
exchange their debentures at the exchange value rather than receive the redemption price at par. We intend to settle any exchange in shares of
Host Inc.'s common stock and the exchange value is equal to the applicable exchange rate, currently 80.3053 shares of Host Inc. common
stock per $1,000 of debentures (for an equivalent share price of $12.45). If all of the debentures are exchanged, this would result in the
issuance of approximately 32.1 million shares of common stock by Host Inc. (including shares issued for debentures already exchanged). The
exchange rate is adjusted for certain circumstances, including the payment of common dividends by Host Inc. For more information on these
securities, see "Description of Other Indebtedness--Senior Notes--Exchangeable Senior Debentures."
Share Repurchases
Host Inc.'s board of directors has authorized a program to repurchase up to $500 million of common stock of Host Inc. The common
stock may be purchased in the open market or through private transactions from time to time through December 31, 2016, dependent upon
market conditions. During the period from July 1, 2015 to October 6, 2015, we repurchased 14.7 million shares at an average price per share
of $17.76 for a total purchase price of approximately $261 million. For the year-to-date through October 6, 2015, Host Inc. has repurchased
approximately 21.3 million shares for $393 million. Host Inc. has approximately $107 million of repurchase capacity remaining under the
program. Host L.P. has provided the funds used for Host Inc.'s stock repurchase program and to date has funded approximately $393 million
for a corresponding reduction of approximately 20.8 million partnership units.

S-2
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The Offering
The summary below describes the principal terms of the Series F 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 F senior notes, see
the section entitled "Description of Series F 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 4.500% Series F senior notes due 2026.

Maturity
February 1, 2026.

Interest
Interest on the Series F senior notes will accrue at an annual rate of 4.500%. We will
pay interest on the Series F senior notes in arrears on February 1 and August 1 of each
year, commencing February 1, 2016.

Ranking
The Series F 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
and our existing and future series of senior notes.

The Series F 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
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collateral securing such indebtedness, and to the indebtedness of our subsidiaries. For

further information on ranking, see "Risk Factors--The Series F senior notes are
effectively subordinated to our secured debt and to the liabilities of our subsidiaries,"
"Description of Other Indebtedness" and "Description of Series F Senior Notes--
Ranking" in this prospectus supplement.

As of June 30, 2015, as adjusted to give effect to the offering of the Series F senior
notes, the use of proceeds therefrom, the $300 million draw under the New Term Loan,
an anticipated $100 million draw under the New Term Loan and other borrowings and
debt repayments, we and our subsidiaries would have had approximately $4.4 billion of

total debt. This includes approximately $389 million of debt secured by mortgage liens
on various hotel properties and related assets of ours and our subsidiaries, which is
effectively senior to the Series F senior notes. See "Capitalization." As of June 30, 2015,
we had no subordinated indebtedness.

Optional Redemption
The Series F senior notes will be redeemable in whole or in part at any time at our
option. If the Series F 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.

S-3
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Within the period beginning on or after 90 days before maturity, we may redeem the
Series F 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 F Senior Notes--

Optional Redemption."

Certain Covenants
The indenture governing the Series F 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 F Senior Notes" in this prospectus supplement.

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 F 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 F senior notes, as
well as certain of our other outstanding indebtedness, including the existing senior notes
and the 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 F Senior Notes--Certain Covenants--
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Future Guarantees" in this prospectus supplement.

Security
The Series F senior notes will not be secured by any of our assets or the assets of our
subsidiaries. Under certain circumstances, certain of our direct and indirect subsidiaries,
in the future, may be required to pledge their equity interests as security for the Series F
senior notes, as well as certain of our other outstanding indebtedness, including the
existing senior notes and the 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 F Senior Notes--
Certain Covenants--Future Pledges" in this prospectus supplement.

Use of Proceeds
We intend to use the net proceeds from the sale of the Series F senior notes, together
with cash on hand and an additional $100 million draw under the New Term Loan, to
redeem all of Host L.P.'s $500

S-4
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million aggregate principal amount of 6% Series V senior notes due 2020 at an
aggregate redemption price of $515 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 F senior notes are new securities. We cannot assure you that any active or
liquid market will develop for the Series F senior notes. See "Underwriting--New Issue
of Notes" in this prospectus supplement.

Other Relationships
Certain of the underwriters or their affiliates participate in, or are lenders under, our
Credit Facility. In addition, certain of the underwriters or their affiliates may also hold
our 6% Series V senior notes due 2020 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. See "Underwriting--Other
Relationships."

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, 2014, 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.

S-5
Table of Contents
RISK FACTORS
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Your investment in our Series F senior notes involves certain risks. In consultation with your own financial and legal advisers, you should
carefully consider, among other matters, the factors set forth below as well as the risk factors discussed in the accompanying prospectus, our
Annual Report on Form 10-K for the year ended December 31, 2014 and any subsequently filed periodic reports which are incorporated by
reference into this prospectus supplement and the accompanying prospectus, before deciding whether an investment in our Series F senior notes is
suitable for you.
The Series F senior notes are effectively subordinated to our secured debt and to the liabilities of our subsidiaries.
The Series F senior notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior
unsecured indebtedness, which currently includes our existing senior notes, the Exchangeable Senior Debentures and indebtedness under our Credit
Facility, including the Term Loans (as defined herein) under the Credit Facility. However, the Series F 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. The indenture
governing the Series F senior notes places limitations on our ability to incur secured indebtedness, but does not prohibit us from incurring secured
indebtedness in the future. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to
us, the holders of any secured indebtedness will be entitled to proceed directly against the collateral that secures such indebtedness. Therefore, such
collateral will not be available for satisfaction of any amounts owed under our unsecured indebtedness, including the Series F senior notes, until
such secured indebtedness is satisfied in full. As of June 30, 2015, we had outstanding approximately $389 million of indebtedness that is secured
by mortgage liens on various of our hotel properties and related assets.
The Series F senior notes will also be effectively subordinated to all existing and future unsecured and secured liabilities of our subsidiaries.
Therefore holders of our debt, including the Series F senior notes, will be subject to the prior claims of each of such subsidiary's creditors,
including trade creditors. As of June 30, 2015, our subsidiaries had outstanding approximately $54 million of cash liabilities (not including
mortgage debt) that is effectively senior to the Series F senior notes offered hereby.
The terms of our debt place restrictions on us and our subsidiaries, reducing operational flexibility and creating default risks.
The Indenture governing the Series F senior notes and the 1998 Indenture contain covenants that place restrictions on us and our subsidiaries,
and will, among other things, restrict our ability and the ability of our subsidiaries to:

· incur additional secured and unsecured indebtedness without satisfying certain financial metrics; and

· conduct acquisitions, mergers or consolidations unless the successor entity in such transaction assumes our indebtedness.
In addition to the above listed covenants, certain covenants in our Credit Facility place restrictions on our ability and the ability of our
subsidiaries to:

· sell assets without using the proceeds from such sales for certain permitted uses or to make an offer to repay or repurchase outstanding

indebtedness;

· make distributions without satisfying certain financial metrics; and

· conduct transactions with affiliates other than on an arm's-length basis.

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Additionally, certain covenants in our Credit Facility require us and our subsidiaries to meet financial performance tests. The restrictive
covenants in our Indenture, the 1998 Indenture, our Credit Facility and the documents governing our other debt (including our mortgage debt) will
reduce our flexibility in conducting our operations and will limit our ability to engage in activities that may be in our long-term best interest.
Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of
all or a substantial portion of our debt. For a detailed description of the covenants and restrictions imposed by the documents governing our
indebtedness, see "Description of Other Indebtedness" and "Description of Series F Senior Notes."
The terms of our Series F senior notes contain different, and in some cases less restrictive, covenants than our existing senior notes issued
before we attained an investment grade rating, including with respect to an offer to repurchase in the event of a change of control.
Our outstanding non-investment grade notes require that upon the occurrence of certain change of control events, we will be required to offer
to repurchase all of our non-investment grade notes. However, the Series F senior notes offered hereby (like our other investment grade notes) will
not have this requirement. In addition, a change of control will be an event of default under our Credit Facility. We may not have sufficient funds
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Form 424B2
to pay for such a required repurchase, and we may not be able to arrange for the financing necessary to make those payments on favorable terms or
at all. Our failure to pay amounts due in respect of a change of control may constitute an event of default under the non-investment grade notes and
a cross-default under the Credit Facility, which could permit the holders of that indebtedness to require the immediate repayment of that
indebtedness in full. Moreover, any acceleration of or default in respect of the non-investment grade notes could, in turn, constitute an event of
default under other debt instruments or agreements, including the Series F senior notes offered hereby, thereby resulting in the acceleration and
required repayment of that other indebtedness. Any of these events could materially adversely affect our ability to make payments of principal and
interest on the Series F senior notes when due and could prevent us from making those payments altogether.
Additionally, our existing senior notes currently have an investment grade rating from both Moody's Investors Services, Inc. ("Moody's")
and Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business ("Standard & Poor's"). As a result, many of the
restrictive covenants contained in the 1998 Indenture governing the non-investment grade notes are not applicable, as they do not apply for so long
as such series of notes maintain an investment grade rating from both Moody's and Standard & Poor's. However, in the event that our existing
notes are no longer rated investment grade by either or both of Moody's and Standard & Poor's, covenants applicable to our non-investment grade
notes will become more restrictive in certain cases than the covenants applicable to our investment grade notes and the Series F senior notes
offered hereby. For example, we may be required to use proceeds from asset sales to pay down the Credit Facility or repurchase the non-
investment grade notes, but not our investment grade notes or the Series F senior notes offered hereby. For a more detailed description of the
covenants that will be reinstated in the event that the existing senior notes are no longer rated investment grade by either or both of Moody's and
Standard & Poor's, see "Description of Other Indebtedness--Senior Notes--Non-Investment Grade Notes Restrictive Covenants." The
reinstatement of the covenants under the non-investment grade notes may reduce our flexibility in conducting our operations and our ability to
engage in activities will be more restricted. The failure to comply with these more restrictive covenants could result in the acceleration of a
substantial portion of our debt.
The Series F senior notes or a future guarantee thereof may be deemed a fraudulent transfer.
Our obligations under the Series F senior notes may be subject to review under federal bankruptcy laws and comparable provisions of state
fraudulent transfer laws in the event of our bankruptcy or other financial difficulty. Our Series F senior notes could be voided or claims under the
Series F senior notes could be subordinated to all our other debts if, among other things, we, at the time we incurred the indebtedness:

(1)
received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness; and

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(2)
either:

(a)
were insolvent or rendered insolvent by reason of such incurrence;

(b)
were engaged in a business or transaction for which our remaining assets constituted unreasonably small capital; or

(c)
intended to incur, or believed that we would incur, debts beyond our ability to pay such debts as they mature.
Although the Series F senior notes are not guaranteed by any of our direct or indirect subsidiaries, the current terms of the Credit Facility
provide that in the event that Host L.P.'s leverage ratio exceeds 6.0x for two consecutive fiscal quarters at a time Host L.P. does not have an
investment grade long-term unsecured debt rating, subsidiary guarantees would be required. Pursuant to the terms of the Indenture governing the
Series F senior notes, such subsidiary guarantees of the Credit Facility would trigger the requirement that the Series F senior notes be guaranteed on
a pro rata basis with the Credit Facility. The guarantees under the Series F senior notes may be subject to review under the same laws as the Series
F senior notes in the event of a guarantor's bankruptcy or other financial difficulty. In that event, if a court were to find that when the guarantee
was issued by such guarantor, the factors in clauses (1) and (2) above applied to such guarantor, or that the guarantee was issued with actual intent
to hinder, delay or defraud creditors, the court could cause any payment by that guarantor pursuant to its guarantee to be voided and returned to the
guarantor, or to a fund for the benefit of the creditors of the guarantor. In such event, the Series F senior notes would be structurally subordinated
to the indebtedness and other liabilities of such subsidiary.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to
determine whether a fraudulent transfer has occurred. Generally, however, Host L.P. or a guarantor would be considered insolvent if:

· the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or

· the present fair value of its assets were less than the amount that would be required to pay its probable liability on its existing debts,

including contingent liabilities, as they become absolute and mature; or

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Document Outline

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