Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 8-K

 _________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2023

 _________________________________

Hudson Pacific Properties, Inc.

Hudson Pacific Properties, L.P.

(Exact name of registrant as specified in its charter) 

Hudson Pacific Properties, Inc.

Maryland

001-34789

27-1430478

Hudson Pacific Properties, L.P.

Maryland

333-202799-01

80-0579682

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

11601 Wilshire Blvd., Ninth Floor
Los Angeles,			California			90025
(Address of principal executive offices)						(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Hudson Pacific Properties, Inc.

Common Stock, $0.01 par value

HPP

New York Stock Exchange

Hudson Pacific Properties, Inc.

4.750% Series C Cumulative Redeemable Preferred Stock

HPP Pr C

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Hudson Pacific Properties, Inc    ☐

Hudson Pacific Properties, L.P.    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Hudson Pacific Properties, Inc.    ☐

Hudson Pacific Properties, L.P.    ☐

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 27, 2023, Hudson Pacific Properties, Inc. (the “Company”), through a joint venture with Macerich in which the Company owns a 75.0% ownership interest, completed the sale of the property located at 10800, 10830 and 10850 West Pico Boulevard, Los Angeles, California, commonly known as “One Westside” and “Westside Two” (collectively, the “Property”), for a gross sale price of $700.0 million (before certain credits, prorations and closing costs). The Property was sold to The Regents of the University of California, with whom the Company has no other relationship. In connection with the disposition of the Property, the Company repaid the One Westside construction loan, which loan was secured by the Property, in the amount of $324.6 million.

Item 7.01 Regulation FD Disclosure.

On January 3, 2024, the Company issued a press release announcing the sale of the Property in an all-cash transaction. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The press release is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for the purposes of Section 18 of, or incorporated by reference into the filings of the Company under, the Securities Exchange Act of 1934, or as amended.

Item 9.01 Financial Statements and Exhibits.

(b)			Pro forma financial information.

The following unaudited pro-forma consolidated financial information of the Company and Hudson Pacific Properties, L.P., a Maryland limited partnership of which the Company serves as the sole general partner, is filed as Exhibit 99.2 hereof and incorporated herein by reference:

1.Unaudited Pro Forma Financial Information;

2.Unaudited Pro Forma Condensed Balance Sheets as of September 30, 2023;

3.Unaudited Pro Forma Consolidated Statements of Operations for the Nine Months Ended September 30, 2023; and

4.Unaudited Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 2022.

(d)			Exhibits.

Exhibit No.						Description
99.1**						Press release dated January 3, 2024 regarding the Company’s disposition of One Westside and Westside Two.
99.2						Pro forma financial statements.
104						Cover page interactive data file (embedded within the Inline XBRL document).

_____________

**    Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: January 3, 2024

HUDSON PACIFIC PROPERTIES, INC.

By:

/s/ Mark T. Lammas

Mark T. Lammas

President

HUDSON PACIFIC PROPERTIES, L.P.

By:

Hudson Pacific Properties, Inc., Its General Partner

By:

/s/ Mark T. Lammas

Mark T. Lammas

President

Hudson Pacific and Macerich Complete $700 Million Sale of One Westside and Westside Two

____________

LOS ANGELES (January 3, 2024)—Hudson Pacific Properties, Inc. (NYSE: HPP), a unique provider of end-to-end real estate solutions for tech and media tenants, and Macerich (NYSE: MAC), one of the nation’s leading owners, operators and developers of major retail and mixed-use properties in top markets, today announced the sale of One Westside and Westside Two in Los Angeles to the Regents of the University of California for $700 million before prorations and closing costs. Hudson Pacific held a 75% interest and Macerich a 25% interest in the joint venture that owned the assets, which total approximately 687,000 square feet.

“The opportunistic sale of One Westside and Westside Two significantly bolsters our balance sheet and we now have no debt maturities until year-end 2025,” said Victor Coleman, Chairman and CEO of Hudson Pacific. “We transformed the former Westside Pavilion mall into a multi-award winning, modern and flexible campus environment that attracted not one, but two distinct large-scale, high-quality end-users, a testament to our ability to create value through development expertise, commitment to quality and strong relationships.”

Macerich Chief Executive Officer Tom O’Hern noted that, “This transaction is an excellent example of how Macerich consistently makes the most of our opportunities to maximize value for our stakeholders. Net proceeds enable us to further deleverage and improve our liquidity profile, allowing us to more aggressively advance Macerich’s successful densification-diversification strategy, which adds new uses—from fitness, grocery and medical to residential, hotel, office and more—to our high-quality portfolio of Regional Town Centers in attractive U.S. markets.”

Hudson Pacific used net proceeds from the sale to repay amounts outstanding on its unsecured revolving credit facility. This transaction addresses the company’s debt maturities until December 2025, and further strengthens the company’s compliance with its unsecured revolving credit facility covenants as recently amended. Further, the company’s share of net debt to the company’s share of undepreciated book value as of September 30, 2023 proforma for all announced asset sales improved to 35% from 39%.

About Hudson Pacific Properties

Hudson Pacific Properties (NYSE: HPP) is a real estate investment trust serving dynamic tech and media tenants in global epicenters for these synergistic, converging and secular growth industries. Hudson Pacific’s unique and high-barrier tech and media focus leverages a full-service, end-to-end value creation platform forged through deep strategic relationships and niche expertise across identifying, acquiring, transforming and developing properties into world-class amenitized, collaborative and sustainable office and studio space. For more information visit HudsonPacificProperties.com.

About Macerich

Macerich is a fully integrated, self-managed and self-administered real estate investment trust (REIT). As a leading owner, operator and developer of high-quality retail real estate in densely populated and attractive U.S. markets, Macerich’s portfolio is concentrated in California, the Pacific Northwest, Phoenix/Scottsdale, and the Metro New York to Washington, D.C. corridor. Developing and managing properties that serve as community cornerstones, Macerich currently owns 47 million square feet of real estate consisting primarily of interests in 44 regional town centers. Macerich is firmly dedicated to advancing environmental goals, social good and sound corporate governance. A recognized leader in sustainability, Macerich has achieved a #1 Global Real Estate Sustainability Benchmark (GRESB) ranking for the North

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American retail sector for nine consecutive years (2015-2023). For more information, please visit www.Macerich.com.

Macerich uses, and intends to continue to use, its Investor Relations website, which can be found at investing.macerich.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Additional information about Macerich can be found through social media platforms such as LinkedIn. Reconciliations of non-GAAP financial measures, including NOI and FFO, to the most directly comparable GAAP measures are included in the earnings release and supplemental filed on Form 8-K with the SEC, which are posted on the Investor Relations website at investing.macerich.com.

Hudson Pacific Properties Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events, or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the company's control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the company's future results to differ materially from any forward-looking statements, see the section entitled "Risk Factors" in the company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by the company from time to time with the SEC.

Hudson Pacific Properties			Macerich
Investor Contact: Laura Campbell [phone] [e-mail] Media Contact: Laura Murray [phone] [e-mail]			Karen Maurer [phone] [e-mail]

Exhibit 99.2

Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Unaudited Pro Forma Financial Information

All references in these financial statements to “the Company” refer to Hudson Pacific Properties, Inc. together with its consolidated subsidiaries, including Hudson Pacific Properties, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to “our Operating Partnership” or “the Operating Partnership” refer to Hudson Pacific Properties, L.P. together with its consolidated subsidiaries.

On December 27, 2023, the Company, through a joint venture with Macerich in which the Company owns a 75.0% ownership interest, completed the sale of the property located at 10800, 10830 and 10850 West Pico Boulevard, Los Angeles, California, commonly known as “One Westside” and “Westside Two” (collectively, the “Property”), for a gross sale price of $700.0 million (before certain credits, prorations and closing costs).

The following unaudited pro forma consolidated balance sheet of the Company and the Operating Partnership as of September 30, 2023 and unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 have been prepared as if the disposition of the Property had occurred on September 30, 2023 for the pro forma consolidated balance sheet and as if the disposition of the Property had occurred on January 1, 2022 for both pro forma consolidated statements of operations.

Our pro forma consolidated financial statements are presented for informational purposes only and should be read in conjunction with our forms 10-K and 10-Q filed with the Securities and Exchange Commission. The adjustments to our pro forma consolidated financial statements are based on available information and assumptions that we consider reasonable. Our pro forma consolidated financial statements do not purport to (1) represent our financial position that would have actually occurred had the disposition of the Property occurred on September 30, 2023, (2) represent the results of our operations that would have actually occurred had the disposition of the Property occurred on January 1, 2022 or (3) project our financial position or results of operations as of any future date or for any future period, as applicable.

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Exhibit 99.2

Hudson Pacific Properties, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2023

(in thousands, except share data)

			Hudson Pacific Properties, Inc. (A)						Sale of Property (B)			Notes			Pro Forma
ASSETS
Investment in real estate, at cost			$	8,831,914					$	(574,317)					$	8,257,597
Accumulated depreciation and amortization			(1,735,715)						50,394						(1,685,321)
Investment in real estate, net			7,096,199						(523,923)						6,572,276
Non-real estate property, plant and equipment, net			115,903						—						115,903
Cash and cash equivalents			75,040						219,857			(C)			294,897
Restricted cash			19,054						16,000			(C)			35,054
Accounts receivable, net			19,330						581						19,911
Straight-line rent receivables, net			290,938						(58,535)						232,403
Deferred leasing costs and intangible assets, net			359,870						(23,543)						336,327
Operating lease right-of-use assets			391,177						—						391,177
Prepaid expenses and other assets, net			119,494						(83)						119,411
Investment in unconsolidated real estate entities			236,248						—						236,248
Goodwill			263,549						—						263,549
TOTAL ASSETS			$	8,986,802					$	(369,646)					$	8,617,156
LIABILITIES AND EQUITY
Liabilities
Unsecured and secured debt, net			$	4,417,020					$	(324,273)		(D)			$	4,092,747
Joint venture partner debt			66,136						—						66,136
Accounts payable, accrued liabilities and other			267,426						(29,208)						238,218
Operating lease liabilities			393,773						—						393,773
Intangible liabilities, net			29,247						—						29,247
Security deposits, prepaid rent and other			86,980						(4,587)						82,393
Total liabilities			5,260,582						(358,068)						4,902,514
Redeemable preferred units of the operating partnership			9,815						—						9,815
Redeemable non-controlling interest in consolidated real estate entities			115,580						(57,914)			(E)			57,666
Equity
Hudson Pacific Properties, Inc. stockholders' equity:
4.750% Series C cumulative redeemable preferred stock, $0.01 par value, $25.00 per share liquidation preference, 18,400,000 authorized, 17,000,000 shares outstanding at September 30, 2023			425,000						—						425,000
Common stock, $0.01 par value, 481,600,000 authorized, 140,937,702 shares outstanding at September 30, 2023			1,403						—						1,403
Additional paid-in capital			2,748,309						45,515			(F)			2,793,824
Accumulated other comprehensive income			4,178						—						4,178
Total Hudson Pacific Properties, Inc. stockholders’ equity			3,178,890						45,515						3,224,405
Non-controlling interest—members in consolidated real estate entities			345,058						—						345,058
Non-controlling interest—units in the operating partnership			76,877						821			(G)			77,698
Total equity			3,600,825						46,336						3,647,161
TOTAL LIABILITIES AND EQUITY			$	8,986,802					$	(369,646)					$	8,617,156

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Exhibit 99.2

Hudson Pacific Properties, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2023

(in thousands, except share data)

			Hudson Pacific Properties, Inc. (AA)						Sale of Property (BB)			Notes			Pro Forma
REVENUES
Office
Rental			$	605,776					$	(46,729)					$	559,047
Service and other revenues			11,735						(10)						11,725
Total office revenues			617,511						(46,739)						570,772
Studio
Rental			46,109						—						46,109
Service and other revenues			65,254						—						65,254
Total studio revenues			111,363						—						111,363
Total revenues			728,874						(46,739)						682,135
OPERATING EXPENSES
Office operating expenses			231,342						(7,907)						223,435
Studio operating expenses			103,578						—						103,578
General and administrative			55,177						—						55,177
Depreciation and amortization			294,654						(21,594)						273,060
Total operating expenses			684,751						(29,501)						655,250
OTHER INCOME (EXPENSES)
Loss from unconsolidated real estate entities			(2,219)						—						(2,219)
Fee income			5,026						—						5,026
Interest expense			(162,036)						14,522						(147,514)
Interest income			1,407						(105)						1,302
Management services reimbursement income—unconsolidated real estate entities			3,138						—						3,138
Management services expense—unconsolidated real estate entities			(3,138)						—						(3,138)
Transaction-related expenses			1,344						—						1,344
Unrealized loss on non-real estate investments			(2,269)						—						(2,269)
Gain on extinguishment of debt			10,000						—						10,000
Gain on sale of real estate			23,154						—						23,154
Other income			139						—						139
Total other expenses			(125,454)						14,417						(111,037)
Loss before income tax provision			(81,331)						(2,821)						(84,152)
Income tax provision			(715)						—						(715)
Net loss			(82,046)						(2,821)						(84,867)
Net income attributable to Series A preferred units			(459)						—						(459)
Net income attributable to Series C preferred shares			(15,141)						—						(15,141)
Net income attributable to participating securities			(850)						—						(850)
Net loss attributable to non-controlling interest in consolidated real estate entities			375						—						375
Net loss attributable to redeemable non-controlling interest in consolidated real estate entities			2,333						402			(CC)			2,735
Net loss attributable to common units in the operating partnership			1,600						41			(DD)			1,641
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(94,188)					$	(2,378)					$	(96,566)
BASIC AND DILUTED PER SHARE AMOUNTS
Net loss attributable to common stockholders—basic			$	(0.67)					$	(0.02)		(FF)			$	(0.69)
Net loss attributable to common stockholders—diluted			$	(0.67)					$	(0.02)		(FF)			$	(0.69)
Weighted average shares of common stock outstanding—basic			140,957,170												140,957,170
Weighted average shares of common stock outstanding—diluted			140,957,170												140,957,170

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Exhibit 99.2

Hudson Pacific Properties, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2022

(in thousands, except share data)

			Hudson Pacific Properties, Inc. (AA)						Sale of Property (BB)			Notes			Pro Forma
REVENUES
Office
Rental			$	834,408					$	(48,961)					$	785,447
Service and other revenues			18,292						(14)						18,278
Total office revenues			852,700						$	(48,975)					803,725
Studio
Rental			59,672						—						59,672
Service and other revenues			113,852						—						113,852
Total studio revenues			173,524						—						173,524
Total revenues			1,026,224						(48,975)						977,249
OPERATING EXPENSES
Office operating expenses			308,668						(10,166)						298,502
Studio operating expenses			105,150						—						105,150
General and administrative			79,501						—						79,501
Depreciation and amortization			373,219						(28,737)						344,482
Total operating expenses			866,538						(38,903)						827,635
OTHER INCOME (EXPENSES)
Income from unconsolidated real estate entities			943						—						943
Fee income			7,972						—						7,972
Interest expense			(149,901)						13,487						(136,414)
Interest income			2,340						(1,790)						550
Management services reimbursement income—unconsolidated real estate entities			4,163						—						4,163
Management services expense—unconsolidated real estate entities			(4,163)						—						(4,163)
Transaction-related expenses			(14,356)						—						(14,356)
Unrealized loss on non-real estate investments			(1,440)						—						(1,440)
(Loss) Gain on sale of real estate			(2,164)						60,644			(EE)			58,480
Impairment loss			(28,548)						—						(28,548)
Other income			8,951						—						8,951
Total other expenses			(176,203)						72,341						(103,862)
Net (loss) income			(16,517)						62,269						45,752
Net income attributable to Series A preferred units			(612)						—						(612)
Net income attributable to Series C preferred shares			(20,431)						—						(20,431)
Net income attributable to participating securities			(1,194)						—						(1,194)
Net income attributable to non-controlling interest in consolidated real estate entities			(23,418)						—						(23,418)
Net loss (income) attributable to redeemable non-controlling interest in consolidated real estate entities			4,964						(16,426)			(CC)			(11,462)
Net loss attributable to common units in the operating partnership			709						(16)			(DD)			693
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(56,499)					$	45,827					$	(10,672)
BASIC AND DILUTED PER SHARE AMOUNTS
Net loss attributable to common stockholders—basic			$	(0.39)					$	0.32		(FF)			$	(0.07)
Net loss attributable to common stockholders—diluted			$	(0.39)					$	0.32		(FF)			$	(0.07)
Weighted average shares of common stock outstanding—basic			143,732,433												143,732,433
Weighted average shares of common stock outstanding—diluted			143,732,433												143,732,433

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Exhibit 99.2

Hudson Pacific Properties, L.P.

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2023

(in thousands, except share data)

			Hudson Pacific Properties, L.P. (A)						Sale of Property (B)			Notes			Pro Forma
ASSETS
Investment in real estate, at cost			$	8,831,914					$	(574,317)					$	8,257,597
Accumulated depreciation and amortization			(1,735,715)						50,394						(1,685,321)
Investment in real estate, net			7,096,199						(523,923)						6,572,276
Non-real estate property, plant and equipment, net			115,903						—						115,903
Cash and cash equivalents			75,040						219,857			(C)			294,897
Restricted cash			19,054						16,000			(C)			35,054
Accounts receivable, net			19,330						581						19,911
Straight-line rent receivables, net			290,938						(58,535)						232,403
Deferred leasing costs and intangible assets, net			359,870						(23,543)						336,327
Operating lease right-of-use assets			391,177						—						391,177
Prepaid expenses and other assets, net			119,494						(83)						119,411
Investment in unconsolidated real estate entities			236,248						—						236,248
Goodwill			263,549						—						263,549
TOTAL ASSETS			$	8,986,802					$	(369,646)					$	8,617,156
LIABILITIES AND EQUITY
Liabilities
Unsecured and secured debt, net			$	4,417,020					$	(324,273)		(D)			$	4,092,747
Joint venture partner debt			66,136						—						66,136
Accounts payable, accrued liabilities and other			267,426						(29,208)						238,218
Operating lease liabilities			393,773						—						393,773
Intangible liabilities, net			29,247						—						29,247
Security deposits, prepaid rent and other			86,980						(4,587)						82,393
Total liabilities			5,260,582						(358,068)						4,902,514
Redeemable preferred units of the operating partnership			9,815						—						9,815
Redeemable non-controlling interest in consolidated real estate entities			115,580						(57,914)			(E)			57,666
Capital
Hudson Pacific Properties, L.P. partners’ capital
4.750% Series C cumulative redeemable preferred units, $25.00 per unit liquidation preference, 17,000,000 units outstanding at September 30, 2023			425,000						—						425,000
Common units, 143,456,164 and 143,246,320 outstanding at September 30, 2023			2,826,337						46,336			(F)			2,872,673
Accumulated other comprehensive income			4,430						—						4,430
Total Hudson Pacific Properties, L.P. partners’ capital			3,255,767						46,336						3,302,103
Non-controlling interest—members in consolidated real estate entities			345,058						—						345,058
Total capital			3,600,825						46,336						3,647,161
TOTAL LIABILITIES AND CAPITAL			$	8,986,802					$	(369,646)					$	8,617,156

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Exhibit 99.2

Hudson Pacific Properties, L.P.

Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2023

(in thousands, except share data)

			Hudson Pacific Properties, L.P. (AA)						Sale of Property (BB)			Notes			Pro Forma
REVENUES
Office
Rental			$	605,776					$	(46,729)					$	559,047
Service and other revenues			11,735						(10)						11,725
Total office revenues			617,511						(46,739)						570,772
Studio
Rental			46,109						—						46,109
Service and other revenues			65,254						—						65,254
Total studio revenues			111,363						—						111,363
Total revenues			728,874						(46,739)						682,135
OPERATING EXPENSES
Office operating expenses			231,342						(7,907)						223,435
Studio operating expenses			103,578						—						103,578
General and administrative			55,177						—						55,177
Depreciation and amortization			294,654						(21,594)						273,060
Total operating expenses			684,751						(29,501)						655,250
OTHER INCOME (EXPENSES)
Loss from unconsolidated real estate entities			(2,219)						—						(2,219)
Fee income			5,026						—						5,026
Interest expense			(162,036)						14,522						(147,514)
Interest income			1,407						(105)						1,302
Management services reimbursement income—unconsolidated real estate entities			3,138						—						3,138
Management services expense—unconsolidated real estate entities			(3,138)						—						(3,138)
Transaction-related expenses			1,344						—						1,344
Unrealized loss on non-real estate investments			(2,269)						—						(2,269)
Gain on extinguishment of debt			10,000						—						10,000
Gain on sale of real estate			23,154						—						23,154
Other income			139						—						139
Total other expenses			(125,454)						14,417						(111,037)
Loss before income tax provision			(81,331)						(2,821)						(84,152)
Income tax provision			(715)						—						(715)
Net loss			(82,046)						(2,821)						(84,867)
Net loss attributable to non-controlling interest in consolidated real estate entities			375						—						375
Net loss attributable to redeemable non-controlling interest in consolidated real estate entities			2,333						402			(CC)			2,735
Net loss attributable to Hudson Pacific Properties, L.P.			(79,338)						(2,419)						(81,757)
Net income attributable to Series A preferred units			(459)						—						(459)
Net income attributable to Series C preferred units			(15,141)						—						(15,141)
Net income attributable to participating securities			(850)						—						(850)
NET LOSS AVAILABLE TO COMMON UNITHOLDERS			$	(95,788)					$	(2,419)					$	(98,207)
BASIC AND DILUTED PER UNIT AMOUNTS
Net loss attributable to common unitholders—basic			$	(0.67)					$	(0.02)		(FF)			$	(0.69)
Net loss attributable to common unitholders—diluted			$	(0.67)					$	(0.02)		(FF)			$	(0.69)
Weighted average shares of common units outstanding—basic			143,405,044												143,405,044
Weighted average shares of common units outstanding—diluted			143,405,044												143,405,044

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Exhibit 99.2

Hudson Pacific Properties, L.P.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2022

(in thousands, except share data)

			Hudson Pacific Properties, L.P. (AA)						Sale of Property (BB)			Notes			Pro Forma
REVENUES
Office
Rental			$	834,408					$	(48,961)					$	785,447
Service and other revenues			18,292						(14)						18,278
Total office revenues			852,700						$	(48,975)					803,725
Studio
Rental			59,672						—						59,672
Service and other revenues			113,852						—						113,852
Total studio revenues			173,524						—						173,524
Total revenues			1,026,224						(48,975)						977,249
OPERATING EXPENSES
Office operating expenses			308,668						(10,166)						298,502
Studio operating expenses			105,150						—						105,150
General and administrative			79,501						—						79,501
Depreciation and amortization			373,219						(28,737)						344,482
Total operating expenses			866,538						(38,903)						827,635
OTHER INCOME (EXPENSES)
Income from unconsolidated real estate entities			943						—						943
Fee income			7,972						—						7,972
Interest expense			(149,901)						13,487						(136,414)
Interest income			2,340						(1,790)						550
Management services reimbursement income—unconsolidated real estate entities			4,163						—						4,163
Management services expense—unconsolidated real estate entities			(4,163)						—						(4,163)
Transaction-related expenses			(14,356)						—						(14,356)
Unrealized loss on non-real estate investments			(1,440)						—						(1,440)
(Loss) Gain on sale of real estate			(2,164)						60,644			(EE)			58,480
Impairment loss			(28,548)						—						(28,548)
Other income			8,951						—						8,951
Total other expenses			(176,203)						72,341						(103,862)
Net (loss) income			(16,517)						62,269						45,752
Net income attributable to non-controlling interest in consolidated real estate entities			(23,418)						—						(23,418)
Net loss (income) attributable to redeemable non-controlling interest in consolidated real estate entities			4,964						(16,426)			(CC)			(11,462)
Net (loss) income attributable to Hudson Pacific Properties, L.P.			(34,971)						45,843						10,872
Net income attributable to Series A preferred units			(612)						—						(612)
Net income attributable to Series C preferred units			(20,431)						—						(20,431)
Net income attributable to participating securities			(1,194)						—						(1,194)
NET LOSS AVAILABLE TO COMMON UNITHOLDERS			$	(57,208)					$	45,843					$	(11,365)
BASIC AND DILUTED PER UNIT AMOUNTS
Net loss attributable to common unitholders—basic			$	(0.39)					$	0.31		(FF)			$	(0.08)
Net loss attributable to common unitholders—diluted			$	(0.39)					$	0.31		(FF)			$	(0.08)
Weighted average shares of common units outstanding—basic			145,580,928												145,580,928
Weighted average shares of common units outstanding—diluted			145,580,928												145,580,928

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Exhibit 99.2

Hudson Pacific Properties, Inc. and Hudson Pacific Properties, L.P.

Notes to Unaudited Pro Forma Consolidated Financial Statements

1.Adjustments to Pro Forma Consolidated Balance Sheet

(A)    Represents the historical consolidated balance sheet as of September 30, 2023.

(B)    Reflects the disposition of the Property, which was completed on December 27, 2023.

(C)    Reflects the amount of proceeds from the disposition after credits, prorations, closing costs and the repayment of the construction loan secured by the Property. A holdback of $16.0 million related to the Company's liability for certain representations and warranties under the Purchase and Sale Agreement is classified as restricted for a period of twelve months.

(D)    Reflects the repayment of the construction loan secured by the Property at the closing of the disposition.

(E)    Reflects the distribution of the joint venture partner's equity in the net assets of the Property as of September 30, 2023.

(F)    Reflects the nonrecurring estimated gain on sale calculated based on the net disposition proceeds less the carrying amounts of the assets and liabilities of the Property as of September 30, 2023.

(G)    Reflects the incremental allocation of income to common unitholders in the Operating Partnership resulting from the estimated gain on sale described in (F).

2.Adjustments to Pro Forma Consolidated Statements of Operations

(AA)    Represents the historical consolidated statements of operations for the nine-month period ended September 30, 2023 and for the year ended December 31, 2022.

(BB)    The pro forma adjustments reflect the disposition of the Property for the nine-month period ended September 30, 2023 and for the year ended December 31, 2022 as if the Property was disposed of on January 1, 2022.

(CC)    Reflects the incremental allocation of income to the joint venture partner as a result of the pro forma adjustments described in (BB) and (EE).

(DD)    Reflects the incremental allocation of income to common unitholders in the Operating Partnership as a result of the pro forma adjustments described in (BB), (CC) and (EE).

(EE)    Reflects the nonrecurring estimated gain on sale calculated based on the net disposition proceeds less the carrying amounts of the assets and liabilities of the Property as of January 1, 2022.

(FF)    Pro forma net loss per share/unit attributable to common stockholders/unitholders—basic and diluted is calculated by dividing pro forma consolidated net loss attributable to common stockholders/unitholders by the number of weighted average shares of common stock/units outstanding for the nine-month period ended September 30, 2023 and for the year ended December 31, 2022.

Cover	Dec. 27, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 27, 2023
Entity Registrant Name	Hudson Pacific Properties, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34789
Entity Tax Identification Number	27-1430478
Entity Address, Address Line One	11601 Wilshire Blvd., Ninth Floor
Entity Address, City or Town	Los Angeles,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	310
Local Phone Number	445-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001482512
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of each class	Common Stock, $0.01 par value
Trading Symbol	HPP
Security Exchange Name	NYSE
Cumulative Preferred Stock
Entity Information [Line Items]
Title of each class	4.750% Series C Cumulative Redeemable Preferred Stock
Trading Symbol	HPP Pr C
Security Exchange Name	NYSE
Hudson Pacific Partners L.P.
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 27, 2023
Entity Registrant Name	Hudson Pacific Properties, L.P.
Entity Incorporation, State or Country Code	MD
Entity File Number	333-202799-01
Entity Tax Identification Number	80-0579682
Entity Address, Address Line One	11601 Wilshire Blvd., Ninth Floor
Entity Address, City or Town	Los Angeles,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	310
Local Phone Number	445-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001496264
Amendment Flag	false

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