Form 8-K Hudson Pacific Propertie For: Mar 05
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E-mailUNITED 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): March 5, 2015
_________________________________
Hudson Pacific Properties, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-34789 | 27-1430478 | ||
(State or other | (Commission File Number) | (IRS Employer | ||
jurisdiction of | Identification No.) | |||
incorporation) | ||||
11601 Wilshire Blvd., Sixth Floor Los Angeles, California | 90025 | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
(310) 445-5700
Registrant's Telephone Number, Including Area Code
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
A Special Meeting of Stockholders for Hudson Pacific Properties, Inc., a Maryland corporation (the “Registrant”) was held on March 5, 2015 (the “Special Meeting”) in connection with the Asset Purchase Agreement (the “Purchase Agreement”), dated as of December 6, 2014, by and among the Registrant, Hudson Pacific Properties, L.P., a Maryland limited partnership and subsidiary of the Registrant (the “Operating Partnership”) and certain affiliates of The Blackstone Group L.P. (collectively, the “Seller Parties”), pursuant to which the Operating Partnership and/or certain other designated subsidiaries of the Registrant are acquiring certain owned and ground lease property assets from the Seller Parties.
At the Special Meeting the following proposals were submitted to a vote of the holders of the Registrant’s common stock, each of which is described in detail in the definitive proxy statement filed by the Registrant with the Securities and Exchange Commission on January 20, 2015, as may be amended or supplemented from time to time (the “Definitive Proxy Statement”). For each of the following proposals, a quorum was present for the purpose of the vote, and a summary of the voting results for each proposal is as follows:
Proposal 1: To approve the issuance of up to an aggregate amount of 63,474,791 shares of Hudson common stock and common units of limited partnership interest in the Operating Partnership as contemplated by the Purchase Agreement (the “Equity Issuance”).
Votes For | Votes Against | Abstentions | |||
64,109,568 | 3,426 | 401,348 | |||
Proposal 1 was approved by the Registrant’s stockholders, as the number of votes in favor of Proposal 1 constituted the affirmative vote of a majority of the votes cast on the proposal at the Special Meeting.
Proposal 2: To adjourn the Special Meeting if necessary or appropriate to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the Equity Issuance.
Because there were sufficient votes to approve Proposal 1, Proposal 2 was not submitted to the Registrant’s stockholders for approval at the Special Meeting.
Item 8.01 | Other Events. |
Following the December 8, 2014 announcement that the Registrant and the Operating Partnership had entered into the Purchase Agreement, and after the filing of the Definitive Proxy Statement, a putative class action lawsuit was filed on January 22, 2015 in the Superior Court of the State of California, County of San Francisco, captioned Fundamental Partners v. Hudson Pacific Properties, Inc. et al., Case No. CGC-15-543775. The complaint named as defendants, among other parties, the Registrant and the members of the Registrant’s Board of Directors, and alleged, among other claims, that the Registrant’s directors breached their fiduciary duties by “effectively” selling control to The Blackstone Group L.P. and by failing to disclose purportedly material information to shareholders in connection with the Purchase Agreement. The complaint sought, among other things, an order enjoining or rescinding the Purchase Agreement and an award of attorneys’ fees and other costs. Thereafter, plaintiff filed a motion for preliminary injunction seeking to enjoin the Special Meeting.
A hearing on plaintiff’s motion was held on March 3 and March 4, 2015 at which the court denied the requested injunction of the Special Meeting in its entirety on multiple grounds. Accordingly, the Special Meeting was held on March 5, 2015 at 8:00 a.m. (Pacific time) as originally scheduled.
On March 5, 2015, the Registrant issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | |
99.1** | Press Release of Hudson Pacific Properties, Inc., dated March 5, 2015. | |
** | Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HUDSON PACIFIC PROPERTIES, INC. | ||||
Date: | March 5, 2015 | By: | /s/ Mark T. Lammas | |
Mark T. Lammas | ||||
Chief Financial Officer | ||||
EXHBIT INDEX
Exhibit No. | Description | |
99.1** | Press Release of Hudson Pacific Properties, Inc., dated March 5, 2015. | |
** | Furnished herewith. |
Exhibit 99.1
Hudson Pacific Properties’ Stockholders Approve Issuance of Shares in Equity Office Properties’ San Francisco Peninsula and Silicon Valley Portfolio Acquisition
Los Angeles, March 5, 2015 - Hudson Pacific Properties, Inc. (“Hudson” or the “Company”) (NYSE: HPP) announced that, at a special meeting held earlier today, its stockholders approved the issuance of an aggregate amount of 63,474,791 shares of Hudson common stock and common units of limited partnership interest in Hudson Pacific Properties, L.P., a Maryland subsidiary of Hudson (the “Operating Partnership”), to certain affiliates of The Blackstone Group L.P. in connection with the proposed acquisition by Hudson and the Operating Partnership of a portfolio of 26 office buildings and two land parcels located in the San Francisco Peninsula and Silicon Valley (the “EOP Northern California Portfolio”).
Hudson agreed to acquire the EOP Northern California Portfolio pursuant to a definitive purchase agreement dated as of December 6, 2014. The transaction is expected to close by the end of first quarter, subject to satisfaction of all remaining closing conditions. In addition to the common shares and common units mentioned above, Hudson intends to fund the acquisition with $1.75 billion of cash, consisting of net proceeds from the Company’s 1455 Market Street joint venture transaction, pending First Financial disposition, recent equity offering (after repayment of the Company’s revolving credit facility) and approximately $1.3 billion of secured and/or unsecured indebtedness.
About Hudson Pacific Properties
Hudson Pacific Properties, Inc. is a full-service, vertically integrated real estate company focused on owning, operating and acquiring high-quality office properties and state-of-the-art media and entertainment properties in select growth markets primarily in Northern and Southern California and the Pacific Northwest. The Company’s portfolio currently consists of approximately 6.8 million square feet, not including undeveloped land that can support approximately another 1.4 million square feet. Hudson has elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes, and is a component of the Russell 2000® and the Russell 3000® indices.
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 that 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 for the year ended December 31, 2014 filed with the Securities and Exchange Commission, or SEC, on March 2, 2015, and other risks described in documents subsequently filed by the Company from time to time with the SEC.
Media Contact:
Hudson Pacific Properties, Inc.
Laura Campbell
Director, Investor Relations
(310) 622-1702
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