[8-K] Hudson Pacific Properties, Inc. Reports Material Event

Rhea-AI Filing Summary

Hudson Pacific Properties' operating partnership entered into a Fifth Modification Agreement to its credit agreement on September 10, 2025, creating an Extended Revolving Facility with $462,000,000 of new commitments and increasing total unsecured revolving commitments to $795,250,000. The Amendment sets the maturity date of the Extended Revolving Commitments at December 31, 2028 with two six-month extension options subject to conditions. It also revises several financial maintenance covenants: it modifies the minimum ratio of adjusted EBITDA to fixed charges for quarters ending on or after June 30, 2025; it temporarily reduces the minimum ratio of unencumbered net operating income to unsecured interest expense for quarters ending on or prior to December 31, 2026; and it adds a minimum liquidity covenant requiring at least $125,000,000 of unrestricted cash, cash equivalents and unused revolving commitments at quarter end if aggregate revolver commitments exceed $600,000,000. The filing attaches the Amendment as Exhibit 10.1.

Positive

• Extended Revolving Commitments of $462,000,000 increase available short-term liquidity.
• Total unsecured revolving commitments increased to $795,250,000, expanding capital flexibility.
• Maturity extended to December 31, 2028 with two six-month extension options, lengthening the facility term.

Negative

• New minimum liquidity covenant of $125,000,000 requires maintaining quarter-end liquidity when revolver commitments exceed $600,000,000.
• Financial maintenance covenants were modified, creating new or changed coverage tests that require monitoring for compliance.

Insights

Financial Analyst

TL;DR: The company secured larger unsecured revolving capacity to Dec 31, 2028 and adjusted covenants, supporting near-term liquidity flexibility.

The Amendment materially increases the company’s available unsecured revolving commitments to $795.25 million, adding an extended revolving tranche of $462.0 million, which lengthens the secured liquidity runway to the end of 2028 with conditional extension options. The introduced minimum liquidity covenant of $125.0 million formalizes a cash-and-availability floor when revolver size exceeds $600.0 million. Covenant revisions to adjusted EBITDA-to-fixed-charges and unencumbered NOI-to-unsecured-interest-expense will change leverage and coverage tests beginning in mid-2025 and temporarily through 2026, which investors should monitor through reported periods. The amendment is attached as Exhibit 10.1.

Risk Analyst

TL;DR: Covenant adjustments and a new liquidity floor alter lender protections and require ongoing compliance monitoring.

The agreement’s covenant modifications introduce new trigger points for compliance, including a quarter-end liquidity threshold tied to revolver size, and temporal adjustments to coverage ratios through December 31, 2026. While the enlarged unsecured facility increases capacity, the firm must maintain the specified liquidity and coverage metrics to preserve access; failure to meet those conditions could restrict borrowing or lead to remedies under the Credit Agreement. The full Amendment text should be reviewed for conditionality, waivers, and covenant measurement definitions.

00014825120001496264falsefalse0001482512hpp:HudsonPacificPropertiesLPMember2025-09-102025-09-1000014825122025-09-102025-09-100001482512us-gaap:CommonStockMember2025-09-102025-09-100001482512us-gaap:CumulativePreferredStockMember2025-09-102025-09-10

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): September 10, 2025

 _________________________________

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: (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

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.    ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on December 21, 2021, Hudson Pacific Properties, L.P., a Maryland limited partnership (the “Operating Partnership”), entered into a Fourth Amended and Restated Credit Agreement (as amended by that certain First Modification Agreement, dated as of September 15, 2022, that certain Second Modification Agreement, dated as of December 22, 2023, that certain Third Modification Agreement, dated as of May 3, 2024, that certain Fourth Modification Agreement, dated as of January 29, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, among others, the lenders from time to time party thereto (collectively, the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”).

On September 10, 2025 (the “Fifth Amendment Effective Date”), the Operating Partnership, as borrower, entered into a Fifth Modification Agreement (the “Amendment”) to the Credit Agreement with the Administrative Agent and the Lenders party thereto.

The Amendment, among other items, (a) extends the maturity date of, and increases the aggregate amount of commitments under, a portion of the revolving commitments to create an extended revolving facility in an aggregate principal amount of $462,000,000 (the “Extended Revolving Commitments”), resulting in an increase of the aggregate amount of commitments under its unsecured revolving credit facility to $795,250,000 of total commitments and (b) modifies certain of the financial maintenance covenants under the Credit Agreement, including (i) increasing the minimum ratio of adjusted EBITDA to fixed charges of the Company and its consolidated subsidiaries from 1.40 to 1.00 to 1.50 to 1.00 for any fiscal quarter ending on or after June 30, 2025, (ii) temporarily reducing the minimum ratio of unencumbered net operating income to unsecured interest expense of the Company and its consolidated subsidiaries from 2.00 to 1.00 to 1.75 to 1.00 for any fiscal quarter ending on or prior to December 31, 2026 and (iii) including a minimum liquidity covenant of not less than $125,000,000 of unrestricted cash, cash equivalents and unused revolving commitments as of the last day of each fiscal quarter if the aggregate amount of revolving commitments for such fiscal quarter is greater than $600,000,000. The maturity date of the Extended Revolving Commitments is December 31, 2028. Subject to certain conditions, the Operating Partnership has two six month extension options to extend the maturity date of the Extended Revolving Commitments for up to one additional year.

The above summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
10.1**						Fifth Modification Agreement to the Fourth Amended and Restated Credit Agreement, dated as of September 10, 2025, by and among Hudson Pacific Properties, L.P., as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
99.1**						Press release dated September 16, 2025.
104**						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________

**     Furnished herewith.

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: September 16, 2025

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

FAQ

What did Hudson Pacific Properties (HPP) change in its credit agreement?

The Operating Partnership entered a Fifth Modification Agreement that adds an Extended Revolving Facility of $462,000,000, increases total unsecured revolving commitments to $795,250,000, extends maturity to December 31, 2028, and revises several financial covenants.

When do the revised covenant tests take effect for HPP?

The adjusted minimum ratio of adjusted EBITDA to fixed charges applies for any fiscal quarter ending on or after June 30, 2025; the temporary reduction of the unencumbered NOI-to-unsecured-interest-expense ratio applies for quarters ending on or prior to December 31, 2026.

Is there a required liquidity level under the amended agreement for HPP?

Yes. If aggregate revolving commitments for a fiscal quarter exceed $600,000,000, the company must have at least $125,000,000 of unrestricted cash, cash equivalents and unused revolving commitments as of quarter end.

How long is the Extended Revolving Commitment effective for HPP?

The maturity date of the Extended Revolving Commitments is December 31, 2028, and the Operating Partnership has two six-month extension options to extend the maturity for up to one additional year, subject to certain conditions.