Obligation Hospes Hotels & Resorts LP 6.75% ( US44108EBA55 ) en USD

Hospes Hotels & Resorts LP

100 % ⇌

Etas-Unis

US44108EBA55 ( en USD )

6.75% par an ( paiement semestriel )

01/06/2016 - Obligation échue

Prospectus brochure de l'obligation Host Hotels & Resorts LP US44108EBA55 en USD 6.75%, échue

1 000 USD

800 000 000 USD

44108EBA5

BBB ( Qualité moyenne inférieure )

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 Host Hotels & Resorts LP (US44108EBA55, CUSIP 44108EBA5), émise aux États-Unis pour un montant total de 800 000 000 USD, avec un taux d'intérêt de 6,75 %, une taille minimale d'achat de 1 000 USD, une maturité le 01/06/2016 et une fréquence de paiement semestrielle, a été remboursée à 100% à sa maturité ; elle bénéficiait d'une notation BBB de Standard & Poor's et d'une notation NR de Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-135077
Prospectus

Offer to Exchange all Outstanding

6 3/4% Series P Senior Notes due 2016

for

6 3/4% Series Q Senior Notes due 2016

of

HOST HOTELS & RESORTS, L.P.
We are offering to exchange all of our outstanding 6 3/4% Series P senior notes for our 6 3/4% Series Q senior notes. The terms of the Series Q senior notes are substantially identical
to the terms of the Series P senior notes except that the Series Q senior notes are registered under the Securities Act of 1933, as amended, and are therefore freely transferable. The
Series P senior notes were issued on April 4, 2006 and, as of the date of this prospectus, an aggregate principal amount of $800 million is outstanding.
Please consider the following:

· Our offer to exchange the notes expires at 5:00 p.m., New York City time, on August 15, 2006 unless extended.

· You should carefully review the procedures for tendering the Series P senior notes. If you do not follow those procedures, we may not exchange your Series P senior

notes for Series Q senior notes.

· We will not receive any proceeds from the exchange offer.

· If you fail to tender your Series P senior notes, you will continue to hold unregistered securities and your ability to transfer them could be adversely affected.

· There is currently no public market for the Series Q senior notes. We do not intend to list the Series Q senior notes on any securities exchange. Therefore, we do not

anticipate that an active public market for these notes will develop.
Information about the Series Q senior notes:

· The notes will mature on June 1, 2016. We will pay interest on the notes semi-annually in cash in arrears at the rate of 6 3/4% per year payable on June 1 and December

1, commencing December 1, 2006.
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· The notes are equal in right of payment with all of our unsubordinated indebtedness and senior to all of our subordinated obligations, subject to certain limitations set

forth in the section entitled "Description of Series Q Senior Notes." For further information on ranking, see also the section entitled "Risk Factors."

· The Series Q senior notes will be guaranteed by certain of our subsidiaries, comprising all of our subsidiaries that have also guaranteed our credit facility and other

indebtedness.

· As security for the notes, we have pledged the common equity interests of those of our direct and indirect subsidiaries which also secure, on an equal and ratable basis,

our credit facility and approximately $2.9 billion of our other outstanding existing senior notes (excluding our Series P senior notes).
Broker-dealers receiving Series Q senior notes in exchange for Series P senior notes acquired for their own account through market-making or other trading activities must deliver a
prospectus in any resale of the Series Q senior notes.
Investing in the Series Q senior notes involves risks. See " Risk Factors" beginning on page 10.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 17, 2006.
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Each broker-dealer that receives the Series Q senior notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with
any resale of such Series Q senior notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of Series Q senior notes received in exchange for Series P senior notes where such Series P senior notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier to occur of (1) the date when all the Series Q
senior notes held by a broker-dealer have been sold and (2) 180 days after consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use
in connection with any such resale. See "Plan of Distribution."
We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus. You
must not rely upon any information or representation not contained in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
This prospectus contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us, including Marriott®, Ritz-Carlton®,
Hyatt®, Four Seasons®, Fairmont®, Hilton®, Westin®, Sheraton®, W Hotels®, The Luxury Collection® and St. Regis®. None of the owners of these trademarks, their affiliates or any
of their respective officers, directors, agents or employees, is an issuer or underwriter of the Series Q Senior Notes being offered. In addition, none of such persons has or will have
any responsibility or liability for any information contained in this prospectus.

TABLE OF CONTENTS

Page

Summary

1
Risk Factors

10
Forward-Looking Statements

27
The Exchange Offer

29
Use of Proceeds

36
Ratios of Earnings to Fixed Charges and Preferred OP Unit Distributions

36
Capitalization

37
Selected Financial Data

39
Management's Discussion and Analysis of Results of Operations and Financial Condition

40
Quantitative and Qualitative Disclosures About Market Risk

89
Business and Properties

91
Management

107
Security Ownership of Certain Beneficial Owners and Management

119
Certain Relationships and Related Transactions

121
Unaudited ProForma Financial Statements

125
Description of Our Other Indebtedness

135
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Description of Series Q Senior Notes

141
Certain United States Federal Tax Consequences

190
Plan of Distribution

191
Validity of the Securities

192
Experts

192
Where You Can Find More Information

192
Index to Financial Statements

F-1
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SUMMARY
This summary contains a general summary of the information contained in this prospectus. The summary may not contain all of the information that is important to you, and it is
qualified in its entirety by the more detailed information and financial statements, including the notes to those financial statements, that are part of this registration statement. You
should carefully consider the information contained in this entire prospectus including the information set forth in the section entitled "Risk Factors," beginning on page 10 of this
prospectus. In this prospectus we use the terms "operating partnership" or "Host LP" to refer to Host Hotels & Resorts, L.P. and its consolidated subsidiaries and "Host" to refer
to Host Hotels & Resorts, Inc., a Maryland Corporation in cases where it is important to distinguish between Host and Host LP. The terms "we" or "our" refer to Host and Host LP
together, unless the context indicates otherwise.

Host Hotels & Resorts, L.P.
Host LP is a Delaware limited partnership operating through an umbrella partnership structure with Host as the sole general partner. Together with Host, we operate as a self-
managed and self-administered real estate investment trust, or REIT. In addition to being the sole general partner, Host holds approximately 96% of our partnership interests.
As of June 1, 2006, our lodging portfolio consisted of 129 full-service hotel properties containing approximately 67,000 rooms. Our portfolio is geographically diverse with hotels in
most of the major metropolitan areas in 28 states, Washington, D.C., Toronto and Calgary, Canada, Mexico City, Mexico and Santiago, Chile. Our locations include central business
districts of major cities, near airports and resort/convention locations. Our hotels are operated under such brand names as Marriott, Ritz-Carlton, Hyatt, Four Seasons, Fairmont,
Hilton, Westin, Sheraton, W Hotels and St. Regis.
The address of our principal executive office is 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland, 20817. Our phone number is (240) 744-1000. Host's Internet website
address is www.hosthotels.com.

The Starwood Transactions

Starwood Acquisition
On April 10, 2006, we acquired 25 domestic hotels and three foreign hotels from Starwood Hotels & Resorts Worldwide, Inc., or Starwood, through a series of transactions,
including the merger of Starwood Hotels & Resorts, a Maryland real estate investment trust, or Starwood Trust, with and into a subsidiary of Host, the acquisition of the capital stock
of Sheraton Holding Corporation and the acquisition of four domestic hotels in a purchase structured to allow Host's subsidiaries to complete like-kind exchange transactions for
federal income tax purposes. These transactions were completed pursuant to the Master Agreement and Plan of Merger, dated as of November 14, 2005, and amended as of
March 24, 2006 (the "Master Agreement"), among Host, Host LP, Starwood, Starwood Trust and certain of their respective affiliates. A joint venture in Europe, in which we own a
32.1% general and limited partner interest, acquired four European hotels on May 3, 2006 and one European hotel on June 13, 2006 from Starwood. We also contributed one hotel
we acquired from Starwood, the Sheraton Warsaw Hotel & Towers, Warsaw, Poland, to the joint venture. See the below discussion of the European joint venture. Collectively, we
refer to these transactions throughout this prospectus as the Starwood Transactions. On July 5, 2006, Starwood and Host agreed that Starwood will retain two hotels located in Fiji
that were originally under contract as part of the Master Agreement. The purchase price of these assets totaled $129 million, including $31 million of debt.
For the 28 hotels included in the initial closing, the total consideration paid by Host to Starwood and its shareholders included the issuance of $2.27 billion of equity (133,529,412
shares of Host common stock) to

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Starwood stockholders, the assumption of $77 million in debt and the payment of approximately $1.0 billion in cash ($728 million, net of certain cash acquired from Starwood). The
cash portion of the consideration in the initial closing was funded in part through the issuance of our 6 3/4% Series P senior notes due 2016. The exchange price of Host common
stock of $16.97 per share was calculated based on guidance set forth in Emerging Issues Task Force Issue No. 99-12, as the average of the closing prices of Host common stock
during the range of trading days from two days before and after the November 14, 2005 announcement date. For each share of Host common stock issued in the transaction, we
issued an equivalent OP unit to Host.
At the closing of the Starwood Transactions, Host and Starwood entered into certain agreements to govern their relationship going forward. In particular, Host and Starwood, through
their respective subsidiaries, entered into operating agreements (pursuant to which Starwood provides management services for the hotels acquired by Host) and license agreements
(which address rights to use service marks, logos, symbols and trademarks, such as Westin®, Sheraton® and W®). The combined terms of the operating and license agreements with
Starwood are structured to be generally comparable to Host's established management agreements with its other third-party managers (such as Marriott International, Hyatt and
Hilton).
Under each operating agreement, Starwood provides comprehensive management services for the hotels for an initial term of 20 years each, with two renewal terms of 10 years each
at Starwood's option and subject to certain conditions. Starwood will receive compensation in the form of a base fee of 1% of annual gross revenues, and an incentive fee of 20% of
annual gross operating profit, after Host has received a priority return of 10.75% on its purchase price and other investments in the hotels. In addition, the operating agreements
require Host to provide funding up to 5% of the gross operating revenue of each hotel for any required capital expenditures (including replacements of furniture, fixtures and
equipment) and building capital improvements.
In addition to rights relating to the subject brand, the license agreement addresses matters relating to compliance with certain standards and policies and the provisions of certain
system program and centralized services. The license agreements have an initial term of 20 years each, with two renewal terms of 10 years each at Starwood's option and subject to
certain conditions. Starwood will receive compensation in the form of a license fee of 5% of gross operating revenue attributable to room sales and 2% of gross operating revenue
attributable to food and beverage sales. In addition, the license agreements limit Host's ability to sell, lease or otherwise transfer any hotel by requiring that the transferee assume the
related operating agreement and meet other specified conditions.
European Joint Venture
In conjunction with the Starwood Transactions, we entered into an Agreement of Limited Partnership, forming a joint venture in The Netherlands with Stichting Pensioenfonds ABP,
the Dutch pension fund ("ABP"), and Jasmine Hotels Pte Ltd, a subsidiary of GIC Real Estate Pte Ltd ("GIC RE"), the real estate investment company of the Government of
Singapore Investment Corporation Pte Ltd (GIC). The initial purpose of the joint venture is the acquisition and ownership of six European hotels.
The aggregate size of the joint venture is initially expected to be approximately $640 million, including total capital contributions of approximately $227 million, of which
approximately $71 million was contributed by us in the form of cash and through the contribution of the Sheraton Warsaw Hotel & Towers, which we acquired on April 10, 2006.
Through newly-formed Dutch BVs (private companies with limited liability), we will be a limited partner in the joint venture (together with ABP and GIC RE, the "Limited
Partners") and also will serve as the general partner for the joint venture. The percentage interest of the parties in the joint venture will be 19.9% for ABP, 48% for GIC RE and
32.1% for Host LP (including our limited and general partner interests).

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On May 3, 2006, the joint venture acquired from Starwood the following four hotels: the Sheraton Roma Hotel & Conference Center, Rome, Italy; The Westin Palace, Madrid,
Spain; the Sheraton Skyline Hotel & Conference Centre, Hayes, United Kingdom; and The Westin Palace, Milan, Italy. In addition, we contributed the Sheraton Warsaw Hotel &
Towers, Warsaw, Poland to the joint venture. The Westin Europa & Regina, Venice, Italy was acquired by the joint venture on June 13, 2006.
The partners are contemplating entering into an expanded joint venture, which would be subject to antitrust clearance. In the event that such approval is obtained and the parties enter
into the expanded joint venture, then in exchange for providing certain additional approval rights to the Limited Partners and subject to certain exclusivity provisions, the partners
would increase the aggregate size of the joint venture to approximately 533 million of equity (of which a total of approximately 171 million would be contributed by Host LP)
and, after giving effect to indebtedness the joint venture would be expected to incur, aggregate funds that the joint venture would have available for investment are expected to be
approximately 1.5 billion. The focus of the expanded joint venture would be on the acquisition, ownership and potential disposition of full service hotel properties located in
Europe (with properties in particular in the United Kingdom, France, Germany, Italy and Spain). In connection with the expanded joint venture, the partners would also agree that,
subject to certain exceptions, investments that are consistent with the joint venture's investment parameters would be made through the joint venture for a period of two years (three
years in the case of Host LP) or earlier in the event that at least 90% of the joint venture's committed capital is called or reserved for use prior to such date.
Pursuant to the agreements, distributions to partners will be made on a pro-rata basis (based on their limited partnership interests) until certain return thresholds are met. As those
thresholds are met, our general partnership interest will receive an increasing percentage of the distributions. An affiliate of Host LP has entered into an asset management agreement
with the joint venture to provide asset management services in return for an annual asset management fee. Host LP or its affiliates will be responsible for paying certain expenses
related to asset management, including all salaries and employee benefits of employees and related overhead, including rent, utilities, office equipment, necessary administrative and
clerical functions and other similar overhead expenses. The initial term of the joint venture is ten years subject to two one-year extensions with partner approval. Because of our
minority ownership interest and due to certain rights given to ABP and GIC RE, the joint venture will not be consolidated.

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THE EXCHANGE OFFER
Securities to be exchanged
On April 4, 2006, we sold $800 million in aggregate principal amount of Series P senior notes in a transaction
exempt from the registration requirements of the Securities Act of 1933, or the Securities Act. The terms of the
Series P senior notes and the Series Q senior notes are substantially identical in all material respects, except that the
Series Q senior notes will be freely transferable by the holders thereof except as otherwise provided in this
prospectus.
The exchange offer
We are offering to exchange $800 million principal amount of Series P senior notes for a like principal amount of
Series Q senior notes. Series P senior notes may be exchanged only in multiples of $1,000 principal amount.
Registration rights agreement
We sold the Series P senior notes on April 4, 2006 in a private placement in reliance on Section 4(2) of the
Securities Act. The Series P senior notes were immediately resold by their initial purchasers in reliance on
Securities Act Rule 144A. In connection with the sale, we entered into a registration rights agreement with the
initial purchasers requiring us to make this exchange offer. Under the registration rights agreement, we are required
to cause the registration statement, of which this prospectus forms a part, to become effective on or before the 230th
day following the date on which we issued the Series P senior notes, and we are obligated to consummate the
exchange offer on or before the 260th day following the issuance of the Series P senior notes.
Expiration date
Our exchange offer will expire at 5:00 p.m., New York City time, August 15, 2006, or at a later date and time to
which we may extend it.
Withdrawal
You may withdraw a tender of Series P senior notes pursuant to our exchange offer at any time before 5:00 p.m.,
New York City time, on August 15, 2006, or such later date and time to which we extend the offer. We will return
any Series P senior notes that we do not accept for exchange for any reason as soon as practicable after the
expiration or termination of our exchange offer.
Interest on the Series Q senior notes and Series P senior
Interest on the Series Q senior notes will accrue from the date of the original issuance of the Series P senior notes or
notes
from the date of the last payment of interest on the Series P senior notes, whichever is later. We will not pay interest
on Series P senior notes tendered and accepted for exchange.
Conditions to our exchange offer
Our exchange offer is subject to customary conditions, which are discussed in the section entitled "The Exchange
Offer." As described in that section, we have the right to waive some of the conditions.

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Procedures for tendering Series P senior notes
We will accept for exchange any and all Series P senior notes that are properly tendered (and not withdrawn) in the
exchange offer prior to 5:00 p.m., New York City time, on August 15, 2006. The Series Q senior notes issued
pursuant to our exchange offer will be delivered promptly following the expiration date.

If you wish to accept our exchange offer, you must complete, sign and date the letter of transmittal, or a copy, in
accordance with the instructions contained in this prospectus and therein, and mail or otherwise deliver the letter
of transmittal, or the copy, together with the Series P senior notes and all other required documentation, to the
exchange agent at the address set forth in this prospectus. If you are a person holding Series P senior notes
through the Depository Trust Company, or DTC, and wish to accept our exchange offer, you may do so
pursuant to the DTC's Automated Tender Offer Program, or ATOP, by which you will agree to be bound by the
letter of transmittal. By executing or agreeing to be bound by the letter of transmittal, you will represent to us
that, among other things:

·
the Series Q senior notes that you acquire pursuant to the exchange offer are being obtained by you in the ordinary course

of your business, whether or not you are the registered holder of the Series Q senior notes;

·
you are not engaging in and do not intend to engage in a distribution of Series Q senior notes;

·
you do not have an arrangement or understanding with any person to participate in a distribution of Series Q senior notes;

and

·
you are not our "affiliate," as defined under Securities Act Rule 405.

Under the registration rights agreement we may be required to file a "shelf" registration statement for a
continuous offering pursuant to Rule 415 under the Securities Act in respect of the Series P senior notes, if:

·
we determine that we are not permitted to effect the exchange offer as contemplated by this prospectus because of any

change in law or Securities and Exchange Commission policy; or

·
we have commenced and not consummated the exchange offer within 260 days following the date on which we issued the

Series P senior notes.
Exchange agent
The Bank of New York is serving as exchange agent in connection with the exchange offer.

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Federal income tax considerations
We believe the exchange of Series P senior notes for Series Q senior notes pursuant to our exchange offer will not
constitute a sale or an exchange for Federal income tax purposes. For further information, see the section entitled
"Certain United States Federal Tax Consequences."
Effect of not tendering
If you do not tender your Series P senior notes or if you do tender them but they are not accepted by us, your Series
P senior notes will continue to be subject to the existing restrictions upon transfer. Except for our obligation to file a
shelf registration statement under the circumstances described above, we will have no further obligation to provide
for the registration under the Securities Act of Series P senior notes.
Use of Proceeds
We will not receive any cash proceeds from the issuance of the Series Q senior notes.

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