Terms

Series

8.375% Series B Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

8.375%

Rate Type

Fixed

Annual Dividend

$2.09

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 10, 2015

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Series A Cumulative Redeemable Convertible Preferred Units Of The Operating Partnership (In Liquidation); Pari Passu With: Any Future Parity Preferred Shares; Senior To: Common Stock, Other Junior Shares

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Prospectus Summary

Hudson Pacific Properties, Inc. (a REIT) is offering shares of its 8.375% Series B Cumulative Redeemable Preferred Stock, a reopening of the original December 2010 issuance, with a $25.00 liquidation preference and $0.01 par value. Dividends are paid quarterly at $2.09375 per share per year (~$0.523 per quarter), with payments on or about the last calendar day of March, June, September, and December. The stock is cumulative, meaning any missed dividends accrue and must be paid in full before distributions can be made on common or other junior securities. If a change of control occurs and the preferred or common stock of the surviving entity is not listed on NYSE or NASDAQ, the dividend rate steps up to 12.375% per annum. The Series B preferred stock ranks senior to Hudson Pacific's common stock and any future junior preferred shares, and on parity with any future parity preferred. It is junior to all of the company's existing and future debt obligations. Notably, in a liquidation scenario, the Series B is also structurally subordinate to the approximately $12.5 million in Series A Cumulative Redeemable Convertible Preferred Units of the operating partnership. As a holding company issuing preferred stock, investors are structurally subordinated to all debt obligations at both the holding company and the operating partnership level. There is no regulatory capital call provision, as this is a REIT rather than a bank. At the $25.00 liquidation preference, the fixed 8.375% coupon equates to an effective yield of 8.375% at par, paid quarterly. As a REIT, Hudson Pacific's dividends are generally classified as ordinary income (REIT pass-through distributions) rather than qualified dividend income, meaning they typically do not qualify for the preferential 15%/20% QDI tax rate applicable to C-corporation dividends, nor for the corporate dividends-received deduction. Investors should consult their tax advisors. Dividends on junior and common shares are blocked if Series B dividends are in arrears, providing a degree of protection for preferred holders, though no specific record date interval is disclosed in this filing.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends on the Series B preferred stock are in arrears, the issuer is restricted from paying dividends on common stock or other junior securities until all accrued and unpaid Series B dividends have been paid.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 55 (Average)