SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
March 17, 2010
 Victor J. Coleman Chief Executive Officer Hudson Pacific Properties, Inc. 11601 Wilshire Blvd., Suite 1600 Los Angeles, California 90025
Re: Hudson Pacific Properties, Inc.
Registration Statement on Form S-11  Filed February 16, 2010
  File No. 333-164916

Dear Mr. Coleman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please provide us with copies of any graphics, maps, photographs, and related
captions or other artwork including logos th at you intend to use in the prospectus.
Such graphics and pictorial representations should not be included in any preliminary
prospectus distributed to prospect ive investors prior to our review.
2. We note that most of the statistical an d economic market data included in your
prospectus is derived from market info rmation prepared by Rosen Consulting Group.
Please provide us with copi es the relevant portions of  any study, report or book that
you cite or on which you rely.  Please mark the materials to speci fically identify the
portions that support your disclosure.  Furthe rmore, to the extent that you paid Rosen
Consulting Group a fee for its serv ices, please disclose as such.

Victor J. Coleman
Hudson Pacific Properties, Inc. March 17, 2010 Page 2  3. We note that Mr. Coleman and the Farallon Funds will purchase shares from you in a
concurrent private placement.  Please provide  us with a detailed analysis regarding
why the concurrent private placement shoul d not be integrated into your current
public offering.  Please see Securities  Act Release No. 33-8828 (Aug. 10, 2007).
4. We note that you intend to operate your bus iness in a manner that will permit you to
maintain an exemption from registrati on under the Investment Company Act of
1940.  Please provide us with a detailed anal ysis of the exempti on that you and your
subsidiaries intend to rely  on and how your investment strategy will support that
exemption.  Please note that we will refer your response to the Division of
Investment Management for further review.
5. Please update your financial information in accordance with Rule 3-12 of Regulation
S-X.

Outside Front Cover Page of the Prospectus

6. Please remove the reference to the “Joint  Book-Running Managers” from the outside
front cover page of the prospectus.  See Item 501(b) of Regulation S-K.

Table of Contents, page i
7. We note your disclosure in th is section that “[the compan y] cannot assure you of the
accuracy or completeness of the data.”  Pl ease remove this statement for it may be
viewed as a disclaimer by you.

Prospectus Summary, page 1
8. Please clearly identify your promoters as Me ssrs. Coleman and Ster n in this section.
To the extent there are other promoters, please  disclose as such.  Please refer to Item
11(d) of Form S-11.
9. We note your summary contains a lengthy description of your market opportunity
and competitive strengths.  Further, we note that identical or very similar disclosure
appears later in your prospectus.  Th e summary should not include a lengthy
description of the compa ny’s business and business st rategy.  This detailed
information is better suited for the bo dy of the prospectus.  Please revise to
substantially reduce the amount of  repetitive disclosure in the  summary.
10. Please remove from the summary section the performance and valuation information
for companies other than the issuer. This  information is not appropriate for the
prospectus summary.  By way of exampl e, please remove your discussion of

Victor J. Coleman
Hudson Pacific Properties, Inc. March 17, 2010 Page 3
“enterprise value” and growth in square foot age with respect to Arden Realty as well
as the aggregate purchase price of properties.
Our Properties, page 7

11. Reference is made to footnote (1). We note the annualized rent for your commenced
leases is based on the cash rents to be r eceived instead of re venue recognized on a
straight-lined basis.  To th e extent you believe it is meaningful to show the cash
receipts for your initial portf olio for the 12 months subsequent to the closing of the
transaction, it is uncl ear why the signed uncommenced leases are not also reflected
on the same cash basis.  In this regard, th e cash effects of uncommenced leases in the
initial period subsequent to the transac tion should take into account the free rent
period in your results.  Please advise.  In addition, clarify the effects of presenting
the non-gross leases on a grossed up basis.
12. Please clarify how anticipated lease expira tions are reflected in the pro forma and
annualized information presented.

Structure and Formation of Our Company, page 9
 13. We note that you plan to own, directly or indirectly, the properties currently being
own by the property entities, in which H udson Capital LLC, the Farallon Funds, the
Morgan Stanley Investment Partnership and/or  third parties own a direct or indirect
interest.  Please disclose in your filing the percentage interest  that Hudson Capital
LLC, the Farallon Funds, the Morgan Stanle y Investment Partnership and/or third
parties currently hold in these property entities.  Please al so disclose the percentage
interest in these entities that  the company plans to acquire.
 Risk Factors, page 22

14. We note your disclosure in the MD&A section and  on pages F-20 and F-31 that the
financial statements have been prepared a ssuming that the SGS Realty II, one of the
entities that comprises your predecessor, w ill continue as a going concern.  Please
include a risk factor, which discusses th e substantial doubt about SGS Realty II’s
ability to continue as a going concern, and place it at the beginning of your risk
factors section.  This risk factor should di scuss the risks to you from the possibility
that SGS Realty II may be unable to extend or refinance its secured debt  of
$115,000,000 that came due on March 14, 2010.  Al so, please update the disclosure
in the MD&A section on page 67 to discu ss whether any extension or refinancing of
the debt has been entered into.

Victor J. Coleman
Hudson Pacific Properties, Inc. March 17, 2010 Page 4
15. Each risk factor should cont ain a single, discreet risk.  We note that several of your
risk factors present multiple risks.  Fo r example, please revise the following risk
factors:
ƒ “We may be unable to identify and co mplete acquisitions of properties
that meet our criteria . . . ,” page 23;

ƒ “We expect to have approximately $94.3 million of indebtedness
outstanding following the offering . . . ,” page 25;

ƒ “We have a limited operating history a nd may not be able to operate our
business successfully . . . ,” page 27;

ƒ “The consideration we will pay for the properties and assets to be acquired
by us in the formation . . . ,” page 29; and

ƒ “Our performance and value are subject to  risks associates with real estate
assets . . . ,” page 32.
 Risks Related to Our Properti es and Our Business, page 22

 “All of our properties are located in California . . . ,” page 22

16. Risk factors should be detailed enough so that investors can a ppreciate the potential
magnitude of the risk.  Here, you discuss the specific risk presented by having properties solely in California.  Please disc uss in more detail if  your properties have
been affected by the adverse developments that have occurred in California recently.  Please note that this comment also app lies to the risk fact or titled, “Adverse
economic and geographical conditions and dislocations . . . ,” which appears on page 26.

“We are a holding company with no direct operations . . . ,” page 40

17. As you note in the second paragraph of this  risk factor, shareholders will not have
any voting rights with respect to issuances of  common units to third parties.  We also
note that the issuances of common units woul d also affect the amount of distributions
to the company.  Please revise the subheadi ng and risk factor or  include a separate
risk factor that discusses these risks.

Dividend Policy, page 51
18. We note your intention to include an  annual dividend rate along with the
representation that you plan to  maintain this initial dividend rate for the 12-month
period following the offering.  To the exte nt you discuss a projected dividend, it

Victor J. Coleman
Hudson Pacific Properties, Inc. March 17, 2010 Page 5
should be supported with a tabular presenta tion of cash available for distribution for
the 12 months following the offering.  Pl ease advise or revi se as appropriate.
19. Clarify if you anticipate a por tion of your dividend will represent a return of capital
and if so, disclose the percentage represen ting a return of capital.  Lastly, consider
whether the payout should be characterized as a distributi on rather than a dividend.
20. Further to our previous comments, we note that you have projected your initial
dividend distribution for the 12-month period following completion of this offering.
Please identify the potential sources for distri butions.  To the exte nt that you believe
the source will be from the projected cas h flows from the properties that you have
identified, please also illustrate in th e prospectus your 12-month projected cash
available for distribution and then show th e ratio of the projected available cash and
the projected divide nd distribution.

Selected Financial Data, page 55

21. Pro forma diluted funds from operations per share should be included within the
Other Data section of your Selected Financial Data.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 56
 Results of Operations, page 64

22. Please describe what types of expenses comprised your general and administrative
expenses for the nine months ended September 30, 2009.

Comparison of year ended December 31, 2008 to period ended December 31, 2007, page
66
23. We note that your predecessor had a net loss for the years ended December 31, 2007
and 2008.  Please disclose the reasons why your predecessor had these net losses.
See Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources, page 67
24. Clarify if you have a firm commitment fr om an institution to  obtain the secured
credit facility referenced in your disclosure.

Victor J. Coleman
Hudson Pacific Properties, Inc. March 17, 2010 Page 6  Contractual Obligations, page 70

25. Your contractual obligation table appears to be mathematically inaccurate.  Please
revise accordingly.

Business and Properties, page 83
26. We note your disclosure throughout the pros pectus regarding management’s prior
experience and performance with Arden Rea lty.  If you choose to retain this prior
experience and performance information, plea se expand the disclosure to provide a
more complete and balanced discussion.  In  order to balance the disclosure, please
consider the need to describe any prior business activities in which your management
participated in which the results were not fa vorable.  Please also consider the need to
disclose performance results that are not pos itive.  For example, we note that Arden
Realty’s income from continuing operat ions decreased from $74.4 million in 2001 to
$22.0 million in 2005.
27. We also note your disclosure regarding different valuations of Arden Realty,
including its “$4.8 billion in to tal enterprise value, compar ed to an enterprise value
of $600 million at the time of its initial public  offering.”  Please explain further why
enterprise value is an appropriate va luation measure and how the amounts were
determined.  As commented upon above, please also balance your disclosure of these
measurements.
28. We note your disclosure regarding a compar ison of total return to stockholders of
Arden Realty versus the total return for th e MSCI US REIT Index.  Explain the basis
for your total return calculat ions and discuss the differe nces between the portfolios
of Arden Realty and the inve stment strategies of companies that comprise the MSCI
US REIT Index.

Acquisition Pipeline, page 87
29. We note that you are in the process of eval uating and discussing “several off-market
acquisition opportunities.”  Please more fully  describe these pot ential acquisitions,
the status of any negotiations and include appropriate Risk Factor disclosure, as
applicable.

Our Initial Portfolio, page 88
30. We note that throughout the prospectus , you state that you may “directly or
indirectly” own the property discussed.  For each of the eight properties in your
initial portfolio, please disclose your specifi c ownership in it.  Please refer to Item
14(b) of Form S-11.  If you do not have full ownership of such properties, please
consider adding a related risk fact or to the risk factor section.

Victor J. Coleman
Hudson Pacific Properties, Inc. March 17, 2010 Page 7  Office Portfolio, page 90

 Description of Our Offi ce Properties, page 92

Technicolor Building, Holly wood, California, page 99
 31. We note the Technicolor Building is 100% l eased to a single te nant, Technicolor,
through May 31, 2020.  To the extent this tena nt is under a net lease and represents a
significant credit concentr ation, please tell us how you determined whether
summarized financial information should have been provided.
 Tierrasanta, San Die go, California, page 100

32. Please disclose the percent leased and the annualized net effective rent per leased
square foot of your Tierra santa Property for the last  five years or advise.

Description of Our Media and En tertainment Properties, page 105
33. Please disclose the schedule of lease expi rations for each of the ten years starting
with the year this registration statement was filed for your media and entertainment
properties in tabular format.

Regulation, page 109

Environmental Matters, page 110
34. Please describe “Phase I environmental site  assessments” in a clear, plain language.

Description of Stock, page 164
35. Please disclose the amount of authorized shares as stated in  your organizational
documents or advise.

Common Stock, page 164
36. We note your statement that all shares of common stock will be  “duly authorized,
validly issued, fully paid and nonassessable.”  Please note that this is a legal
conclusion to be determined by counsel.  Please remove this language from your
prospectus or attribute this statement to counsel and file coun sel’s consent to be
named in this section.

Victor J. Coleman
Hudson Pacific Properties, Inc. March 17, 2010 Page 8  Federal Income Tax Considerations, page 180

37. We note your statement that Latham & Wa tkins LLP is expected to render an
opinion that you are organized in conformity with the requirements  for qualification
and taxation as a REIT.  Please revise your disclosure prior to effectiveness that
counsel has rendered such opinion.

Underwriting, page 203
38. Please revise to briefly describe the “certain  liabilities” for whic h you have agreed to
indemnify the underwriters.  Refer to  Item 508(g) of Regulation S-K.

Pro Forma Consolidated F