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 10, 2011
HOST HOTELS & RESORTS, INC.
HOST HOTELS & RESORTS, L.P.
(Exact Name of Registrant as Specified in Charter)
| Maryland (Host Hotels & Resorts, Inc.) | 001-14625 | 53-0085950 | ||
| Delaware (Host Hotels & Resorts, L.P.) | 0-25087 | 52-2095412 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6903 Rockledge Drive, Suite 1500
Bethesda, Maryland 20817
(Address of principal executive offices and Zip Code)
(240) 744-1000
(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:
| ¨ | 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)) |
Item 8.01. Other Events.
Host Hotels & Resorts, Inc. (the “Company”) intends to file a prospectus supplement dated June 10, 2011 to the prospectus dated April 29, 2010 that is part of a Registration Statement on Form S-3 (Registration No. 333-166380) relating to 16,831,794 shares of common stock of the Company, par value $0.01 per share, that may be issued in certain circumstances upon exchange of the $525,601,000 aggregate principal amount that remains outstanding of 2.625% Exchangeable Senior Debentures due 2027 issued by Host Hotels & Resorts, L.P.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Description | |
| 5.1 | Opinion of Venable LLP. | |
| 8.1 | Opinion of Hogan Lovells US LLP. | |
| 23.1 | Consent of Venable LLP (included as part of Exhibit 5.1). | |
| 23.2 | Consent of Hogan Lovells US LLP (included as part of Exhibit 8.1). | |
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.
| HOST HOTELS & RESORTS, INC. | ||||||
| (Registrant) | ||||||
| Date: June 10, 2011 | By: | /s/ Brian G. Macnamara | ||||
| Brian G. Macnamara | ||||||
| Senior Vice President, Corporate Controller | ||||||
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.
| HOST HOTELS & RESORTS, L.P. | ||||||
| (Registrant) | ||||||
| By: | HOST HOTELS & RESORTS, INC. | |||||
| Its General Partner | ||||||
| Date: June 10, 2011 | By: | /s/ Brian G. Macnamara | ||||
| Brian G. Macnamara | ||||||
| Senior Vice President, Corporate Controller | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Venable LLP. | |
| 8.1 | Opinion of Hogan Lovells US LLP. | |
| 23.1 | Consent of Venable LLP (included as part of Exhibit 5.1). | |
| 23.2 | Consent of Hogan Lovells US LLP (included as part of Exhibit 8.1). | |