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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): June 1, 2021
 
 
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
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
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: (310) 445-5700
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))
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
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.
   ☐     
This Current Report on Form
8-K
is filed by Hudson Pacific Properties, Inc. (the “Company”), a Maryland corporation, and Hudson Pacific Properties, L.P. (the “Operating Partnership”), a Maryland limited partnership of which the Company serves as the sole general partner.
 
 
 
ITEM 8.01. Other Events.
On April 28, 2021, the Company and the Operating Partnership filed with the Securities and Exchange Commission (“SEC”) a shelf registration statement (File Nos.
333-255579
and
333-255579-01),
which became immediately effective upon filing. On June 1, 2021, the Company filed with the SEC a prospectus supplement, dated June 1, 2021, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the offer and sale of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), from time to time to or through Barclays Capital Inc., BofA Securities, Inc., KeyBanc Capital Markets Inc., and/or Wells Fargo Securities, LLC, as the Company’s sales agents (the “Agents”), pursuant to separate Equity Distribution Agreements dated November 16, 2012, each as amended on July 21, 2014, March 17, 2015, April 5, 2019 and June 1, 2021, each among the Company, the Operating Partnership and each of the Agents. An opinion of Venable LLP with respect to the validity of shares of the Common Stock that may be offered and sold pursuant to the prospectus supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.
This Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits.
 
Exhibit
No.
  
Description
   
1.1
  
   
1.2
  
   
1.3
  
   
1.4
  
   
1.5
  
   
1.6
  
   
1.7
  
   
1.8
  
   
5.1
  
   
23.1
  
   
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
Date: June 1, 2021
 
Hudson Pacific Properties, Inc.
   
By:  
/s/ Mark T. Lammas
   
Mark T. Lammas
   
President and Treasurer
 
Hudson Pacific Properties, L.P.
   
By:   Hudson Pacific Properties, Inc.
   
Its General Partner
   
By:  
/s/ Mark T. Lammas
   
Mark T. Lammas
   
President and Treasurer

Exhibit 1.5

Amendment to Equity Distribution Agreement

Dated as of June 1, 2021

Barclays Capital Inc.

200 Park Avenue

New York, New York 10166

Ladies and Gentlemen:

Reference is hereby made to the Equity Distribution Agreement dated November 16, 2012, as amended on July 21, 2014, March 17, 2015 and April 5, 2019 (the “Agreement”), among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and Barclays Capital Inc. (the “Agent”). Capitalized terms used herein and not defined have the respective meanings set forth in the Agreement.

The Agreement contemplates the offering and sale of Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-223692). The Company has filed with the Commission (i) an automatic shelf registration statement on Form S-3 (File No. 333-255579) relating to, among other things, the Company’s Common Stock (which new registration statement became effective upon the filing thereof with the Commission on April 28, 2021) and (ii) a prospectus supplement dated June 1, 2021 relating to the Securities and an accompanying prospectus dated April 28, 2021.

The parties hereto hereby agree that, from and after the date hereof, the second paragraph of Section 1 of the Agreement shall be replaced in its entirety with the following:

“The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-255579), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is

herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to EDGAR.”

The parties hereto hereby further agree that the Agreement, as amended hereby, shall remain in full force and effect.

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this agreement, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Partnership in accordance with its terms.

 

Very truly yours,

 

HUDSON PACIFIC PROPERTIES, INC.

By:   /s/ Mark T. Lammas
 

Name: Mark T. Lammas

Title: President and Treasurer

 

HUDSON PACIFIC PROPERTIES, L.P.
By:  

Hudson Pacific Properties, Inc.,

as the General Partner

 

By:   /s/ Mark T. Lammas
 

Name: Mark T. Lammas

Title: President and Treasurer

[Amendment to Equity Distribution Agreement — Barclays Capital Inc.]

Accepted:

 

BARCLAYS CAPITAL INC.

By:   /s/ Nicholas Cunningham
  Authorized Representative

[Amendment to Equity Distribution Agreement — Barclays Capital Inc.]

Exhibit 1.6

Amendment to Equity Distribution Agreement

Dated as of June 1, 2021

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Reference is hereby made to the Equity Distribution Agreement dated November 16, 2012, as amended on July 21, 2014, March 17, 2015 and April 5, 2019 (the “Agreement”), among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and BofA Securities, Inc. (the “Agent”). Capitalized terms used herein and not defined have the respective meanings set forth in the Agreement.

The Agreement contemplates the offering and sale of Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-223692). The Company has filed with the Commission (i) an automatic shelf registration statement on Form S-3 (File No. 333-255579) relating to, among other things, the Company’s Common Stock (which new registration statement became effective upon the filing thereof with the Commission on April 28, 2021) and (ii) a prospectus supplement dated June 1, 2021 relating to the Securities and an accompanying prospectus dated April 28, 2021.

The parties hereto hereby agree that, from and after the date hereof, the second paragraph of Section 1 of the Agreement shall be replaced in its entirety with the following:

“The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-255579), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is

herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to EDGAR.”

The parties hereto hereby further agree that the Agreement, as amended hereby, shall remain in full force and effect.

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this agreement, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Partnership in accordance with its terms.

 

Very truly yours,

HUDSON PACIFIC PROPERTIES, INC.

By:   /s/ Mark T. Lammas
 

Name: Mark T. Lammas

 

Title: President and Treasurer

HUDSON PACIFIC PROPERTIES, L.P.

By:

  Hudson Pacific Properties, Inc., as the General Partner
By:   /s/ Mark T. Lammas
 

Name: Mark T. Lammas

 

Title: President and Treasurer

 

[Amendment to Equity Distribution Agreement — BofA Securities, Inc.]

Accepted:

BOFA SECURITIES, INC.

By:   /s/ Jack Vissicchio
 

Name: Jack Vissicchio

 

Title: Managing Director

 

[Amendment to Equity Distribution Agreement — BofA Securities, Inc.]

Exhibit 1.7

Amendment to Equity Distribution Agreement

Dated as of June 1, 2021

KeyBanc Capital Markets Inc.

127 Public Square

Cleveland, Ohio 44114

Ladies and Gentlemen:

Reference is hereby made to the Equity Distribution Agreement dated November 16, 2012, as amended on July 21, 2014, March 17, 2015 and April 5, 2019 (the “Agreement”), among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and KeyBanc Capital Markets Inc. (the “Agent”). Capitalized terms used herein and not defined have the respective meanings set forth in the Agreement.

The Agreement contemplates the offering and sale of Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-223692). The Company has filed with the Commission (i) an automatic shelf registration statement on Form S-3 (File No. 333-255579) relating to, among other things, the Company’s Common Stock (which new registration statement became effective upon the filing thereof with the Commission on April 28, 2021) and (ii) a prospectus supplement dated June 1, 2021 relating to the Securities and an accompanying prospectus dated April 28, 2021.

The parties hereto hereby agree that, from and after the date hereof, the second paragraph of Section 1 of the Agreement shall be replaced in its entirety with the following:

“The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-255579), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is

herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to EDGAR.”

The parties hereto hereby further agree that the Agreement, as amended hereby, shall remain in full force and effect.

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this agreement, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Partnership in accordance with its terms.

 

Very truly yours,
HUDSON PACIFIC PROPERTIES, INC.
By:   /s/ Mark T. Lammas
 

Name: Mark T. Lammas

Title: President and Treasurer

HUDSON PACIFIC PROPERTIES, L.P.
By:  

Hudson Pacific Properties, Inc.,

as the General Partner

By:   /s/ Mark T. Lammas
 

Name: Mark T. Lammas

Title: President and Treasurer

 

 

[Amendment to Equity Distribution Agreement — KeyBanc Capital Markets Inc.]

 

Accepted:
KEYBANC CAPITAL MARKETS INC.
By:   /s/ Paul Hodermarsky
 

Authorized Representative

Paul Hodermarsky

Equity Capital Markets, Managing Director

 

 

[Amendment to Equity Distribution Agreement — KeyBanc Capital Markets Inc.]

Exhibit 1.8

Amendment to Equity Distribution Agreement

Dated as of June 1, 2021

Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

Ladies and Gentlemen:

Reference is hereby made to the Equity Distribution Agreement dated November 16, 2012, as amended on July 21, 2014, March 17, 2015 and April 5, 2019 (the “Agreement”), among Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), and Wells Fargo Securities, LLC (the “Agent”). Capitalized terms used herein and not defined have the respective meanings set forth in the Agreement.

The Agreement contemplates the offering and sale of Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-223692). The Company has filed with the Commission (i) an automatic shelf registration statement on Form S-3 (File No. 333-255579) relating to, among other things, the Company’s Common Stock (which new registration statement became effective upon the filing thereof with the Commission on April 28, 2021) and (ii) a prospectus supplement dated June 1, 2021 relating to the Securities and an accompanying prospectus dated April 28, 2021.

The parties hereto hereby agree that, from and after the date hereof, the second paragraph of Section 1 of the Agreement shall be replaced in its entirety with the following:

“The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-255579), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is

herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to EDGAR.”

The parties hereto hereby further agree that the Agreement, as amended hereby, shall remain in full force and effect.

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this agreement, along with all counterparts, will become a binding agreement between the Agent, the Company and the Operating Partnership in accordance with its terms.

 

Very truly yours,

 

HUDSON PACIFIC PROPERTIES, INC.

By:   /s/ Mark T. Lammas
 

Name:  Mark T. Lammas

Title:    President and Treasurer

 

HUDSON PACIFIC PROPERTIES, L.P.
By:  

Hudson Pacific Properties, Inc.,

as the General Partner

 

By:   /s/ Mark T. Lammas
 

Name:  Mark T. Lammas

Title:    President and Treasurer

 

 

[Amendment to Equity Distribution Agreement — Wells Fargo Securities, LLC]

Accepted:

 

WELLS FARGO SECURITIES, LLC

By:   /s/ Elizabeth Alvarez
  Authorized Representative

[Amendment to Equity Distribution Agreement — Wells Fargo Securities, LLC]

Exhibit 5.1

 

LOGO

 

 

750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202

T 410.244.7400 F 410.244.7742 www.Venable.com

 

 

June 1, 2021

Hudson Pacific Properties, Inc.

11601 Wilshire Blvd., Ninth Floor

Los Angeles, California 90025

Re:    Registration Statement on Form S-3

          Commission File No. 333-255579    

Ladies and Gentlemen:

We have served as Maryland counsel to Hudson Pacific Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance by the Company from time to time of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering price of up to $125,000,000, covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.    The Registration Statement and the form of Prospectus included therein, in the form filed with the Commission under the Securities Act;

2.    The Prospectus Supplement, dated June 1, 2021, in the form filed with the Commission under the Securities Act;

3.    The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.    The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5.    A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

 

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Hudson Pacific Properties, Inc.

June 1, 2021

Page 2

 

6.    Resolutions adopted by the Board of Directors of the Company (the “Board”) and a duly authorized committee thereof, relating to, among other matters, the registration, sale and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

7.    The Equity Distribution Agreements, each dated as of November 16, 2012 (the “Equity Distribution Agreements”), each by and among the Company, Hudson Pacific Properties, L.P., a Maryland limited partnership, and one of Barclays Capital Inc., BofA Securities, Inc. (as assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated), KeyBanc Capital Markets Inc., or Wells Fargo Securities, LLC, (each, an “Agent” and, collectively, the “Agents”), each as amended as of July 21, 2014, March 17, 2015, April 5, 2019 and June 1, 2021;

8.    A certificate executed by an officer of the Company, dated as of the date hereof; and

9.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.    Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.    Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.    Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.    All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

 

LOGO

 

 

Hudson Pacific Properties, Inc.

June 1, 2021

Page 3

 

5.    The Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VI of the Charter.

6.    Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.    The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.    The issuance of the Shares has been duly authorized and, when and if delivered against payment therefor in accordance with the Registration Statement, the Prospectus Supplement, the Equity Distribution Agreements, the Resolutions and any other resolutions adopted by the Board or a duly authorized committee thereof relating thereto, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal or other state law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the issuance of the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

 

Very truly yours,
/s/ Venable LLP