Obligation Hospes Hotels & Resorts LP 3.875% ( US44107TAX46 ) en USD

Société émettrice Hospes Hotels & Resorts LP
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US44107TAX46 ( en USD )
Coupon 3.875% par an ( paiement semestriel )
Echéance 01/04/2024 - Obligation échue



Prospectus brochure de l'obligation Host Hotels & Resorts LP US44107TAX46 en USD 3.875%, échue


Montant Minimal 2 000 USD
Montant de l'émission 400 000 000 USD
Cusip 44107TAX4
Notation Standard & Poor's ( S&P ) BBB- ( Qualité moyenne inférieure )
Notation Moody's Baa3 ( Qualité moyenne inférieure )
Description détaillée 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 US44107TAX46, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2024

L'Obligation émise par Hospes Hotels & Resorts LP ( Etas-Unis ) , en USD, avec le code ISIN US44107TAX46, 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 US44107TAX46, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







Form 424B2
424B2 1 d308156d424b2.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.
3.875% Series G Senior Notes due 2024


We are offering $400,000,000 aggregate principal amount of 3.875% Series G senior notes due 2024. We will pay interest on the Series G
senior notes semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2017. The Series G senior notes will
mature on April 1, 2024. We have the option to redeem the Series G senior notes in whole or in part at the applicable redemption price described
under the caption "Description of Series G Senior Notes--Optional Redemption" in this prospectus supplement.
The Series G 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. The Series G 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. See
"Description of Series G Senior Notes--Ranking" in this prospectus supplement.
The Series G senior notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Series
G senior notes on any securities exchange or for inclusion of the Series G senior notes in any automated quotation system.


Investing in our Series G senior notes involves risks. See "Risk Factors" beginning on page S-5 of this
prospectus supplement.





Per Note
Total

Public offering price (1)

99.575%
$398,300,000
Underwriting discount

0.625%
$
2,500,000
Proceeds, before expenses, to us (1)

98.950%
$395,800,000

(1)
Plus accrued interest from March 20, 2017, 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 G senior notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the
https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
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 20, 2017, which is the seventh business day following the date of this prospectus supplement.



Joint Book-Running Managers
Deutsche Bank Securities

Goldman, Sachs & Co.
Wells Fargo Securities
BofA Merrill Lynch

J.P. Morgan

Senior Co-Managers
BNY Mellon Capital Markets, LLC
Credit Agricole CIB
PNC Capital Markets LLC
Scotiabank

SunTrust Robinson Humphrey
US Bancorp

Junior Co-Managers
BBVA
BNP PARIBAS

RBC Capital Markets
SMBC Nikko

TD Securities


The date of this prospectus supplement is March 9, 2017
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-5
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-11
Description of Series G Senior Notes
S-17
United States Federal Income Tax Considerations
S-29
Underwriting
S-34
Legal Matters
S-39
Experts
S-39
Incorporation by Reference
S-40
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
https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
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
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®, Westin®, Sheraton®, W®, The Luxury Collection®, St. Regis®, Swissôtel®, Embassy
Suites®, Residence Inn®, Novotel®, ibis®, Courtyard®, Curio® and Autograph Collection®. 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 G 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 G 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 Z,
Series B, Series C, Series D, Series E and Series F senior notes currently outstanding. References to "non-investment grade notes" include our
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, Series E and Series F senior notes currently outstanding and issued after we attained an investment
grade rating. The Series G 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 and Series F senior notes issued pursuant to the Indenture and any future senior notes that we may issue
under the Indenture.

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
https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
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, global economic prospects, consumer confidence and the value of the U.S. dollar, and

(ii) factors that may shape public perception of travel to a particular location 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 U.S., such as the pace of the economic recovery in Europe, the effects of the United
Kingdom's referendum to withdraw from the European Union, the slowing of growth in 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;

· 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 operating or 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;

· the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate

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;

S-iii
Table of Contents
· relationships with property managers and joint venture partners and our ability to realize the expected benefits of our joint ventures and

other strategic relationships;


· changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers;


· the ability of third-party internet and other travel intermediaries to attract and retain customers;

· 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
https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2

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
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 March 7, 2017. 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 March 7, 2017, we own 90 properties in the United States and seven properties internationally totaling approximately
54,000 rooms. The Company also holds non-controlling interests in seven joint ventures, including one in Europe that owns 10 hotels with
approximately 3,900 rooms.
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
On March 7, 2017, we acquired the 305-room W Hollywood for $219 million. The hotel was opened in 2010.


S-1
Table of Contents
The Offering
The summary below describes the principal terms of the Series G 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 G senior notes, see
the section entitled "Description of Series G 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.

https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
Securities Offered
$400,000,000 aggregate principal amount of 3.875% Series G senior notes due 2024.

Maturity
April 1, 2024.

Interest
Interest on the Series G senior notes will accrue at an annual rate of 3.875%. We will
pay interest on the Series G senior notes semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 2017.

Ranking
The Series G 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.

The Series G 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 G senior notes are
effectively subordinated to our secured debt and to the liabilities of our subsidiaries,"
"Description of Other Indebtedness" and "Description of Series G Senior Notes--
Ranking" in this prospectus supplement.

As of December 31, 2016, as adjusted to give effect to the offering of the Series G
senior notes and the use of proceeds therefrom and draws on our Credit Facility after
December 31, 2016, we and our subsidiaries would have had approximately $4.0 billion

of total debt. This includes approximately $63 million of debt secured by a mortgage
lien on one hotel property and related assets, which is effectively senior to the Series G
senior notes. See "Capitalization." As of December 31, 2016, we had no subordinated
indebtedness.

Optional Redemption
We have the option to redeem the Series G senior notes in whole or in part at the
applicable redemption price specified herein. If the Series G senior notes are redeemed
on or after 60 days before maturity, the redemption price will be equal to 100% of the
principal amount of the Series G senior notes being redeemed, plus accrued and unpaid
interest to, but excluding, the applicable redemption date.

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

Optional Redemption."


S-2
Table of Contents
Certain Covenants
The Indenture governing the Series G 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 G 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 G senior notes will not be guaranteed by Host Inc. or by any of our direct or
indirect subsidiaries. Under certain circumstances, certain of our direct and indirect
https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
subsidiaries, in the future, may be required to guarantee the Series G 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 G Senior Notes--Certain Covenants--
Future Guarantees" in this prospectus supplement.

Security
The Series G 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 G
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 G 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 G senior notes to repay a
portion of our borrowings under the revolving portion of our Credit Facility and for
general corporate purposes. 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 G senior notes are a new issue of securities with no established trading
market. We cannot assure you that any active or liquid market will develop for the
Series G senior notes. See "Underwriting--New Issue of Notes" in this prospectus
supplement.


S-3
Table of Contents
Other Relationships
Certain of the underwriters or their affiliates participate in, or are lenders under, our
Credit Facility and, as a result of the repayment thereof as set forth under the heading
"Use of Proceeds" in this prospectus supplement, will 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-5 of this prospectus
supplement and set forth in Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2016, 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-4
Table of Contents
RISK FACTORS
https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
Your investment in our Series G 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, 2016 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 G senior notes is
suitable for you.
The Series G senior notes are effectively subordinated to our secured debt and to the liabilities of our subsidiaries.
The Series G 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 and indebtedness under our Credit Facility, including the Term Loans
(as defined herein) under the Credit Facility. However, the Series G 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 G 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 G senior notes, until such secured
indebtedness is satisfied in full. As of December 31, 2016, we had outstanding approximately $63 million of indebtedness that is secured by a
mortgage lien on one of our hotel properties and related assets.
The Series G 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 G senior notes, will be subject to the prior claims of each of such subsidiary's creditors,
including trade creditors. As of December 31, 2016, our subsidiaries had outstanding approximately $39 million of cash liabilities (not including
mortgage debt) that is effectively senior to the Series G 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 G 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.

S-5
Table of Contents
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 G Senior Notes."
The terms of our Series G 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 G senior notes offered hereby (like our other investment grade notes (our
Series D, Series E and Series F senior notes)) will not have this requirement. In addition, a change of control will be an event of default under our
https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
Credit Facility. We may not have sufficient funds 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 Indenture
governing the Series G 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 G 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 G 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 G senior notes offered hereby. For a more detailed description of the
covenants that will be reinstated in the event that the non-investment grade 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--Restrictive Covenants for Senior Notes Issued Before We
Attained an Investment Grade Rating." 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 G senior notes or a future guarantee thereof may be deemed a fraudulent transfer.
Our obligations under the Series G 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

S-6
Table of Contents
difficulty. Our Series G senior notes could be voided or claims under the Series G 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


(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 G 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 G senior notes, such subsidiary guarantees of the Credit Facility would trigger the requirement that the Series G senior notes be guaranteed
on a pro rata basis with the Credit Facility. The guarantees under the Series G senior notes may be subject to review under the same laws as the
Series G 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 G 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

https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Form 424B2
· 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


· it could not pay its debts as they become due.
We can offer no assurance as to what standard a court would apply in making such determinations or that a court would agree with our
conclusions in this regard.
There is no established trading market for the Series G senior notes and there may be limited trading of the Series G senior notes.
The Series G senior notes are a new issue of securities with no established trading market. We do not intend to have the Series G senior notes
listed on any securities exchange or to arrange for quotation on any automated dealer quotation systems. We have been informed by the
underwriters that they intend to make a market in the Series G senior notes after this offering is completed. However, the underwriters are not
obligated to do so and may cease their market-making at any time without notice. The liquidity of the trading market in the Series G senior notes
and the market price quoted for the Series G senior notes may be adversely affected by:


· changes in the overall market for investment grade securities;

S-7
Table of Contents

· changes in our financial performance or prospects;


· prospects for companies in our industry generally;


· the number of holders of the Series G senior notes;


· the interest of securities dealers in making a market for the Series G senior notes;


· prevailing interest rates; and


· the credit rating of our indebtedness, including the Series G senior notes.
As a result, we cannot assure you that an active trading market will develop for the Series G senior notes. If there is limited trading of the
Series G senior notes, this may adversely affect the price at which you can sell your Series G senior notes and your ability to sell at the time you
want to sell.

S-8
Table of Contents
USE OF PROCEEDS
We estimate the net proceeds from the sale of the Series G senior notes will be approximately $395 million, after deducting the underwriting
discount, fees and expenses payable by us.
We intend to use the net proceeds from the sale of the Series G senior notes to repay a portion of our borrowings under the revolving portion
of our Credit Facility, including amounts borrowed in connection with the acquisition of the W Hollywood, and for general corporate purposes.
See "Prospectus Supplement Summary--Recent Developments." The revolving portion of our Credit Facility has an initial maturity of June 2018.
The interest rate on U.S. dollar borrowings under the revolving portion of our Credit Facility is currently 1.83% based on our long-term debt rating
as of March 1, 2017. Certain of the underwriters or their affiliates participate in, or are lenders under, our Credit Facility and, as a result of the
repayment thereof, will receive a portion of the net proceeds from this offering. See "Underwriting--Other Relationships."
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED OPERATING PARTNERSHIP UNIT DISTRIBUTIONS
The following table shows our ratio of earnings to fixed charges and preferred operating partnership units ("OP Units") distributions for the
periods indicated (in millions, except ratio amounts).

https://www.sec.gov/Archives/edgar/data/1061937/000119312517078883/d308156d424b2.htm[3/13/2017 10:08:34 AM]


Document Outline