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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): August 31, 2022
 _________________________________
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.Maryland333-202799-0180-0579682
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number)  Identification No.)
 
11601 Wilshire Blvd., Ninth Floor
Los Angeles,California90025
(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:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Hudson Pacific Properties, Inc.Common Stock, $0.01 par valueHPPNew York Stock Exchange
Hudson Pacific Properties, Inc.4.750% Series C Cumulative Redeemable Preferred StockHPP Pr CNew 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., a Maryland corporation (the “Company”), and Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), of which the Company serves as the sole general partner. Unless otherwise indicated or unless the context requires otherwise, references to “we” and “our” refer to the Company, the Operating Partnership and any other subsidiaries thereof.

Item 7.01 Regulation FD Disclosure.

On September 1, 2022, we issued a press release regarding our acquisition of Quixote Studios LLC (the “Quixote Acquisition”). A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference.

Also on September 1, 2022, we made available on our website (www.hudsonpacificproperties.com) certain supplemental information concerning the Quixote Acquisition. A copy of the supplemental information is furnished herewith as Exhibit 99.2, which is incorporated herein by reference.

Exhibits 99.1 and 99.2 are being furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

On August 31, 2022, we completed the acquisition of Quixote Studios LLC, a premium studios services provider based out of Los Angeles. We financed the initial consideration for the Quixote Acquisition with approximately $200.0 million of borrowings under our revolving credit facility and we have agreed to pay the sellers an additional $160.0 million of consideration by December 31, 2023. We have agreed to pay interest monthly at a rate of 5.0% per annum on the $160.0 million of deferred consideration. Our obligation to pay the deferred consideration and the interest thereon is secured by liens on substantially all of the assets we acquired in the Quixote Acquisition and the equity interests in and intercompany loan advanced to the acquired business. Recourse for payment of this deferred consideration and interest thereon is limited to such pledged assets.
Item 9.01 Financial Statements and Exhibits

(d)
Exhibits.
Exhibit No.
 Description
99.1**
99.2**
_____________
** Furnished herewith.





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 thereunto duly authorized.
 
 Hudson Pacific Properties, Inc.
Date: September 1, 2022 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 Properties, Inc.
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Press Release

Hudson Pacific Expands and Enhances Studio Platform with Acquisition of Quixote Studios
Accretive acquisition further diversifies platform, adds significant scale to complement Sunset Studios sound stage and production services offering

____________

LOS ANGELES (September 1, 2022)—Hudson Pacific Properties, Inc. (NYSE: HPP) a unique provider of end-to-end real estate solutions for tech and media tenants, today announced the acquisition of Quixote Studios, a leading provider of sound stages and production services to the entertainment industry, for $360 million before closing costs. Quixote rents sound stages, cast trailers, trucks, grip and lighting and other equipment essential for content production. With its diverse studio offerings, Quixote supports a wide range of high-quality productions including long-form television and feature film, as well as short-form content such as high-end photo shoots and commercials. Hudson Pacific expects the transaction will be immediately accretive to its financial results.

"Our acquisition of Quixote Studios represents further execution of our strategy to enhance our core studio business for customers with a full-service offering of sound stages, both in terms of size and location, and production services in key global markets," said Jeff Stotland, Executive Vice President of Global Studios and Services for Hudson Pacific. "Quixote strengthens our reach to capture strong secular demand for studio and related assets, including excess demand at our Sunset Studios locations, and enables us to achieve immediate economies of scale while further diversifying our client base."

Quixote is one of the industry’s most recognized brands. Its largest clients include ABC/Disney, HBO, Sony, Paramount, NBC Universal and Warner Bros. as well as numerous blockbuster movies and hit television shows such as Apple’s The Morning Show, Paramount’s Yellowstone, HBO’s Curb Your Enthusiasm and Insecure, Disney’s Jungle Cruise and Marvel’s Avengers: Infinity War. Since its inception in 1995, Quixote has grown its business significantly in Los Angeles, New York, Atlanta and New Orleans while building a culture based on service and innovation. Quixote has 325 employees, over 500 cast trailers, trucks and specialized vehicles, one of the industry’s largest inventories of grip and lighting and production equipment, as well as long-term lease rights at attractive rental rates to 23 sound stages in Los Angeles and three in New Orleans.

Quixote complements Hudson Pacific’s Sunset Studios portfolio, which includes more than 60 stages across five lots in Los Angeles and the UK, and its production services division’s transportation fleet, which includes more than 1,400 cast trailers, trucks and specialized vehicles servicing productions in Los Angeles, Atlanta and Albuquerque.

Mikel Elliott, Founder of Quixote, who will remain in a leadership position, commented, "Hudson Pacific and Quixote’s shared purpose is to elevate the production experience for crews on our collective stages as well as on location in the major global production markets. Together, we will further innovate, inspire and solve new production challenges in the era of streaming content and beyond."

Hudson Pacific financed the acquisition with $200 million of borrowings from its credit facility plus $160 million deferred purchase price accruing interest at a 5% rate interest only, due December 2023, which is secured by substantially all the assets of and equity interests in the acquired business.
 
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Hudson Pacific Properties, Inc.
image.jpg
Press Release

The company has posted a presentation with additional details on the acquisition here on the Investors section of its website, and does not expect to update its 2022 guidance before its third quarter release and earnings call.

Intrepid acted as financial adviser to Hudson Pacific and Latham & Watkins LLP served as the company’s legal adviser. American Discovery Capital acted as financial adviser to Quixote and Shepard Mullin acted as its legal adviser.

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.

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. These statements include, among others, statements regarding the financial and operational impact of the Quixote Studios acquisition. 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.

Investor Contact
Laura Campbell
Executive Vice President, Investor Relations & Marketing
(310) 622-1702
lcampbell@hudsonppi.com

Media Contact
Laura Murray
Senior Director, Communications
(310) 622-1781
lmurray@hudsonppi.com



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Quixote Studios Acquisition September 1, 2022 This document is not an offer to sell or solicitation of an offer to buy any securities. Any offers to sell or solicitations to buy securities shall be made by means of a prospectus approved for that purpose.

 
Forward-Looking Statements This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements relate to, without limitation, our acquisition of Quixote Studios LLC and the integration of Quixote Studios LLC into our current operations. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “expect,” “anticipate,” “outlook,” “estimate,” “projected,” “target,” “continue,” “intend,” “believe,” “seek,” or “assume,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. You should not rely on forward-looking statements as predictions of future events. Forward-looking statements involve numerous risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statement made by us. These risks and uncertainties include, but are not limited to: uncertainties regarding the impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, on our business and the economy generally; adverse economic and real estate developments in Northern and Southern California, the Pacific Northwest, Western Canada and Greater London; decreased rental rates or increased tenant incentives and vacancy rates; defaults on, early terminations of, or non-renewal of leases by tenants; increased interest rates and operating costs; failure to generate sufficient cash flows to service our outstanding indebtedness; difficulties in identifying properties to acquire and completing acquisitions; failure to successfully integrate pending and recent acquisitions; failure to successfully operate acquired properties and operations; failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended; possible adverse changes in laws and regulations; environmental uncertainties; risks related to natural disasters; lack or insufficient amount of insurance; inability to successfully expand into new markets or submarkets; risks associated with property development; conflicts of interest with our officers; changes in real estate and zoning laws and increases in real property tax rates; and the consequences of any possible future terrorist attacks. These factors are not exhaustive. For a discussion of important risks related to Hudson Pacific Properties, Inc.’s business and an investment in its securities, including risks that could cause actual results and events to differ materially from results and events referred to in the forward-looking information, see the discussion under the caption “Risk Factors” in Hudson Pacific Properties, Inc.’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 Hudson Pacific Properties, Inc. from time to time with the SEC. You are cautioned that the information contained herein speaks only as of the date hereof and Hudson Pacific Properties, Inc. assumes no obligation to update any forward-looking information, whether as a result of new information, future events or otherwise. Hudson Pacific Properties, Inc. is referred to herein as the “Company,” “Hudson Pacific,” “we,” “us,” or “our.” Certain information regarding Quixote Studios is based on information provided by the sellers in connection with our due diligence related to the acquisition. We cannot guarantee the accuracy of such information. 2

 
Leading Entertainment Production Services Provider Quixote Studios is a leading provider of production services to the entertainment industry, including sound stages, production supplies, transportation vehicles and other services for both short-form (commercials / print) and long-form (TV and film) productions Quixote Studios Overview Business Segments Sound Stages + Stage rental, grip and lighting, expendables Production Supplies + Walkie-talkies, Wi-Fi boxes, headsets, tables, chairs Transportation + Star, cast and vanity trailers, motorhomes, studio trucks, location service vehicles Sound Stages 26 Leased Stages (23 in Los Angeles, 3 in New Orleans) Transportation 425 Trailers and Motorhomes 70 Studio Trucks 14 Location Service Vehicles (restrooms, etc.) 3 Example Quixote Studios Clients

 
4 Strategic Highlights + Strong Tailwinds in Content Production Driving Demand + Streaming content providers continue to increase production spend driving demand for stages and services + Strengthens Hudson Pacific’s reach to capture secular demand for studio and related assets + Scaled Platform Better Services Studio Tenants + Combined 89 stages globally drives ability to capture unmet demand for Sunset Studios by increasing stage capacity(1) + Creates a one-call solution for clients capturing greater production budget share with addition of production supplies, owned grip and lighting business and augmented transportation business + Substantial Synergy Opportunities + Quixote Studios’ production supplies and transportation assets may be utilized throughout broader studio portfolio + Potential efficiencies via shared services between Sunset Studios’ production services and Quixote Studios + Deep Brand Loyalty + Quixote Studios brings 20+ years of company history servicing top content producers nationwide + High-quality production and transportation services business, including premium and eco-friendly line of trailers, Verde + Attractive Diversification + Adds diversification to stage portfolio and related revenue streams with stages catering not only to Film / TV but also to short-form content (commercials / print) 1) Includes Sunset Bronson Studios, Sunset Gower Studios, Sunset Las Palmas Studios, Sunset Glenoaks Studios, Sunset Waltham Cross Studios and 26 Quixote Studio’s stages.

 
+ Sound Stages(2) + Purpose-Built Stages (63) + Grip & Lighting + Stage Management + Parking/Power/HVAC (100% Captive Stage Tenants(1))(3) + Converted Stages (26) + Grip & Lighting + Expendables (100% Captive Stage Tenants(1)) (3) + Purpose-Built & Converted Stages (89) + Grip & Lighting + Stage Management + Parking/Power/HVAC + Expendables (100% Captive Stage Tenants(1)) (3) Production Supplies NA + Production / Communications Equipment (~50% Captive(1) / ~50% Other productions)(3) + Production / Communications Equipment (50% Captive(1) / 50% Other productions)(3) Transportation + Trailers / Motorhomes (832) + Studio Trucks (281) + Location Service Vehicles (294) (~5% Captive(1) / ~95% Other Productions)(3) + Trailers / Motorhomes (425) + Studio Trucks (70) + Location Service Vehicles (14) (~25% Captive(1) / ~75% Other Productions)(3) + Trailers / Motorhomes (1,257) + Studio Trucks (351) + Location Service Vehicles (308) (~10% Captive(1) / ~90% Other Productions)(3) Full-Service Platform to Capture Greater Production Spend 5 Quixote Studios will provide a more comprehensive full-service solution to stage tenants to capture additional production spend, with ~70% of Quixote’s captive stage tenants(1) typically using three or more services 1) To the extent Quixote or Sunset Studios sound stage tenants need production services they are required to use those provided by Quixote and/or Sunset Studios, as applicable. 2) Quixote Studios’ sound stages are high-end industrial warehouse conversions as opposed to Sunset Studios’ purpose-built sound stages, which are constructed specifically for content production / studio uses. 3) Based on management estimates. Grip & Lighting Renting a variety of lighting equipment Production Equipment Tables, chairs, tents, generators Communications Equipment Wi-Fi boxes, walkie-talkies Studio Trucks Transport supplies to clients Trailers / Motorhomes Star, makeup, wardrobe trailers Sound Stages(2) Purpose-built and conversion

 
6 Scaling in Los Angeles and Key Media Markets Quixote Studios is a market leader in Los Angeles with presence in New York, Atlanta and New Orleans, complementing Sunset Studios’ existing geographic footprint and operations Los Angeles, CA (HQ) Offerings + 23 Sound Stages + Lighting & Grip + Production Equipment + Studio Trucks + Trailers / Motorhomes + Commercial Vehicles New York, NY Offerings + Production Equipment + Studio Trucks + Motorhomes + Commercial Vehicles New Orleans, LA Offerings + 3 Sound Stages + Lighting & Grip + Production Equipment + Studio Trucks Atlanta, GA Offerings + Lighting & Grip + Production Equipment + Studio Trucks Quixote Geographic Reach Sunset/Quixote Market Quixote Market Sunset Market Combined Revenue Generating Stage, Office and Support SF by Market(1) Los Angeles New Orleans North London Total SF: 3.2M 2.0M 1.2M 51K 1) Includes under construction 241,000-square-foot Sunset Glenoaks Studios in the San Fernando Valley and planned 1,167,000-square-foot Sunset Waltham Cross Studios in North London and excludes 1,120,000 square feet of non-revenue generating trailer and equipment storage space.

 
+ Existing Quixote Studios stage leases have 19-year WALT + Underlying lease rates based on industrial rents providing significant discount to current/projected studio market rents + Diversified revenue base by providing path to entry for short-form content (commercials / print) + High-end buildouts and sound proofing also garner interest from TV and Film Leased Stage Model Generates Strong Cash Flow Hudson Pacific will secure lease rights to 530,000 square feet including 26 sound stages (371,000 square feet), production office and support space(1) for sublease to both short- and long-form productions in Los Angeles and New Orleans W. Hollywood l 5 Stages l 28,000 SF Griffith Park l 3 Stages l 66,000 SF North Valley l 10 Stages l 164,000 SF Sylmar l 2 Stages l 47,000 SF Chandler l 2 Stages l 30,000 SF New Orleans l 3 Stages l 36,000 SF 1) Excludes 423,000 square feet of non-revenue generating trailer and equipment storage space. 2) Quixote’s stages are high-end industrial warehouse conversions as opposed to Sunset Studios purpose-built sound stages, which were built specifically for content production / studio uses. 7 Stage Conversion(2) Leasing Model Sunset Studios Quixote Studios Stage Type(2) Purpose Built 63 Converted 26 Stage Size >10K SF 51 15 <10K SF 12 11 Stage Locations Hollywood 35 5 San Fernando Valley 7 18 Outside Los Angeles 21 3 Stage Clients Film / TV (Long-Form) 100% 52% Commercials / Print (Short-Form) 0% 43%

 
Unlocking Additional Opportunities to Create Value 8 Add New Production ServicesExpand Geographic Footprint Increase Capture of Existing MarketsIncrease Stage Count 0 1 2 3 4 5 Estimated Time to Market (Years)(1) Industrial Conversions Purpose-Built Entitlement and Construction Quixote Studios’ expertise in converted warehouse sound stages can accelerate growth in stage count and adds complementary product to Sunset Studios’ purpose-built stages Capitalizing on the tailwinds from increasing global content production, Quixote Studios can accelerate Sunset Studios’ growth initiatives such as stage count, geographic expansion and new production service lines + Expand service lines into high-growth production spend areas such as virtual production + Enhance production supplies segment with additional rentable assets like cameras, set dressing, wardrobe, props + Expand existing relationships to enhance wallet share of production services Sunset and Quixote Studios have existing operations in core media markets, but will look to optimize combined transportation and production supplies assets across high-spend markets such as New York, Louisiana, Georgia and New Mexico Global Production Spend: ~$220B(2) U.S. Production Spend: ~$120B(2) Production spend remains strong outside of the U.S., and core content production markets such as Toronto, Vancouver and the U.K. represent major growth opportunities for a combined production services platform 1) Based on management estimates. 2) Activate Consulting, 2021.

 
Reimagining now. To create what’s next. HudsonPacificProperties.com