SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010
May 3, 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.
Amendment No. 1 to Regist ration Statement on
Form S-11  Filed April 9, 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. We note your response to comment 2 in our letter dated March 17, 2010.  Please
note that we will need to review copies of the reports cited on or relied upon in
your prospectus prior to  completing our review.

Victor J. Coleman
Hudson Pacific Properties, Inc. May 3, 2010
Page 2

Prospectus Summary, page 1
2. We note your disclosure that Mr. Ster n was “responsible for all acquisition,
disposition, development and new investme nt activities” during his tenure at
Arden Realty.  Please revise to clarify that he was not solely  responsible for all
the investment decisions at  Arden Realty or advise.
Our Competitive Strengths, page 3
3. We note your response to comment 10 in our letter dated March 17, 2010 and the
revisions made.  You continue to disclo se that your management team has been
involved in real estate proj ects with an aggregate purchase price of $10 billion. As
previously noted, this information is not appropriate for the prospectus summary.
Please revise accordingly.
Our Properties, page 6
4. We note the changes made pursuant to comments 11 and 12 in our letter dated
March 17, 2010.  Please also consider providing a tabular presentation that
provides transparency into th e total amount of cash rents expected from the initial
portfolio taking into account the abat ements and rent expirations.
Dividend Policy, page 48
5. Please revise the subheading of this secti on to more accurately reflect that this
section discusses your distribution policy.
6. Reference is made to foot note 1 of your tabular pres entation.  We note that you
added back approximately $833 representi ng amortization of origination costs
related to your proposed secured credit facility.  Given you do not have a firm
commitment for this credit facility, adjustments for th is arrangement should not
be included in your calculation.
 7. Reconcile for us supplementally how the $1,931 in lease expirations compares to
the anticipated 2010 expirations presented on page 93.
 8. In footnote 6, we note you have not incl uded costs for the redevelopment of 875
Howard.  Please clarify if you included net increases in rental income related to
this property in your distri bution table.  If so, it would appear that a balanced
presentation of the costs associated with this property should also be included.
Further, since you have not received a firm commitment for the secured credit  facility, it is unclear why you have used this as a poten tial source of funds for

Victor J. Coleman
Hudson Pacific Properties, Inc. May 3, 2010
Page 3

tenant improvements and leasing commi ssions.  Please revise accordingly.
Lastly, if you plan to use proceeds from the offering to fund these improvements
and costs, your Use of Proceeds on page 47 should clearly reflect your intention.
 9. We note in footnotes 6 and 7 that you have not included costs related to the
Technicolor building.  Given this property ha s been in service for an entire year, it
is unclear why you have not provided cost  information related to this property
from the in-service date similar to your inclusion of City Plaza from the date of
acquisition.
 10. Please clarify why the cash impact of your scheduled loan repayments or any
other material financing cash outflows for the 12 month period are not reflected in
your tabular presentation.
Selected Financial Data, page 55

 11. We have read and considered your res ponse to comment 21 in our letter dated
March 17, 2010.  We note that you continue  to present pro forma diluted funds
from operations per share within the Pe r Share Data section of your Selected
Financial Data.  Such information shoul d be included within the Other Data
section of the Selected Financial Data.  Please revise accordingly.
Business and Properties, page 83

Our Competitive Strengths, page 85
12. Refer to the first bullet point in this s ection.  Here, you state that Messrs. Coleman
and Stern have been involved in real es tate acquisitions and operations with a
total value  in excess of $10 billion.  This does no t appear to be consistent with the
earlier disclosure in your summary that they  have been involved in projects with
an aggregate purchase price  of $10 billion.  Please revise or advise.
Our Initial Portfolio, page 89
Description of Our Offi ce Properties, page 93
Technicolor Building, Holly wood, California, page 100
13. We have read and considered your res ponse to comment 31 in our letter dated
March 17, 2010.  Clarify whether Technicolo r Inc. is a public company subject to
the periodic reporting obligations of the Exchange Act of 1934.  We will monitor
your subsequent filing for resolution of disclosure requirements as it relates to this
property.

Victor J. Coleman
Hudson Pacific Properties, Inc. May 3, 2010
Page 4

Description of Our Media and En tertainment Properties, page 106
14. We have reviewed your response to co mment 33 in our letter dated March 17,
2010 and we continue to believe  that tabular format of the lease expirations would
be appropriate.  Please  revise accordingly.
Management, page 114
Additional Background of Our Ex ecutive Officers, page 117
Arden Realty, Inc., page 118
 15. We note that you have included disclosure  with respect to the performance,
market capitalization and ot her valuations for Arden Realty from the time of its
IPO through its acquisition by GE.  We refer you to Halvern Realty, Inc.’s
Amendment No. 2 to Registration Statement on Form S-11 (file no. 333-163840) filed on February 16, 2010.  It appears th at the information presented in your
prospectus with respect to Arden R ealty differs from Halvern Realty’s
information.  For example, you state that  Arden Realty had an initial equity
market capitalization of approximately $491 million, but Halvern Realty discloses
that the initial equity market capi talization was approximately $435 million.
Please revise or advise.
16. With respect to your disclosure regardi ng different valuations of Arden Realty,
including its “carrying value” of $418 million and $3.3 billion. Please explain
further why these are appropriate valuati on measures.  Please also balance your
disclosure of these measurements.
 17. We note your response to comment 26 in our letter dated March 17, 2010.  The
revisions made to your disclosure referen ce that “other REITs” also faced adverse
business developments. Please revise your disclosure on page 119 to remove your
references to “other REITs” as you s hould present balanced disclosure about
Messrs. Coleman and Stern’s leadership a nd track record with Arden Realty and
not the track record of other REITs with which they had no affiliation.
 Pro Forma Consolidated Financial Statements

 Balance Sheet, page F-4

 18. Please tell us how your presentation of  the preferred non-co ntrolling equity
partnership interest is in accordance with FASB ASC 810-10-45-16 and 810-10-
55-4I.

Victor J. Coleman
Hudson Pacific Properties, Inc. May 3, 2010
Page 5

Note 1 – Adjustments to the Pro Form a Combined Balance Sheet, page F-6
 Adjustment (A), page F-6

 19. In your response you place considerable we ight upon (i) the voting power of the
Predecessor, (ii) the day-to-day control over the REIT and (iii) the significant
representation on the board.  In your analysis of the substantial voting block held
by the investors in the Predecessor, it is not  clear that there is an arrangement in
place that would suggest these investors woul d vote in concert.  Further, we note
the Predecessor will not have voting contro l over the REIT or the OP.  The same
items presented in (ii) and (iii) would seem  to also apply to Hudson Capital, LLC.
Please further expand your analysis to address these factors.
 20. Please further clarify your assessment of the guidance set forth in FASB ASC
805-10-55-15.  You have indicated that th e company was formed specifically to
continue the business of the Predecessor and facilitate a public offering.  Tell us
what factors were considered in determ ining whether the REIT has substance and
how you weighed those in light of the cash consideration given and the other
aspects of the formation transaction such as the acquisition of entities outside of
the Predecessor.
 Adjustment C, page F-7

 21. We note that you plan to issue preferred operating partnership units as part of
your consideration for the non-Predecessor enti ties.  Please disclose the per share
value assigned to these units and how such value was determined.
22. Also explain to us how you determined the value of the management agreements
acquired from Hudson Capital, LLC to s upport the amount of c onsideration given
by the company.
 Adjustment D, page F-7

 23. We have read your response to comment  47 in our letter dated March 17, 2010
and will continue to monitor this issue.

Victor J. Coleman
Hudson Pacific Properties, Inc. May 3, 2010
Page 6

Part II – Information Not Required In Prospectus, page II-1
Item 36. Financial Statements and Exhibits, page II-4
24. Refer to the agreements filed as exhibits 10.2, 10.6, 10.7, 10.8, 10.9, 10.10, 10.18
and 10.19 to your registration statement.  We note that the agreements, as filed,
omit schedules and exhibits to the agreem ents.  Item 601(b)(10) of Regulation S-
K requires you to file all material contracts in their entirety.  Please file the
complete agreements or advise.
* * * *
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
 ‚ should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
 ‚ the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
 ‚ the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Victor J. Coleman
Hudson Pacific Properties, Inc. May 3, 2010
Page 7

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Yolanda Crittendon, St aff Accountant, at (202) 551-3472, or
Cicely LaMothe, Accounting Branch Chief,  at (202) 551-3413, if you have questions
regarding comments on the financ ial statements and related matters.  With respect to
questions relating to our comme nt regarding the Investment Company Act, please contact
Rochelle Plesset in the Divi sion of Investment Management  at (202) 551-6840.  Please
contact Erin Martin, Attorn ey-Advisor, at (202) 551-3391 or me at (202) 551-3233 with
any other questions.

     S i n c e r e l y ,
Tom Kluck Branch Chief
 cc: Julian T.H. Kleindorfer, Esq.      Bradley A. Helms, Esq.      Latham & Watkins, LLP
     Via facsimile (213) 891-8763