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SEC Letter

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 May 20, 2010

VIA EDGAR AND E-MAIL

 Securities
and Exchange Commission

 Division of Corporate Finance

Mail Stop 3010

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Louise Dorsey, Associate Chief Accountant

Tom Kluck, Branch Chief

Erin Martin, Attorney-Advisor

Cicely LaMothe, Accounting Branch Chief

Yolanda Crittendon, Staff Accountant

Re:
Hudson Pacific Properties, Inc.

Registration Statement on Form S-11

File No. 333-164916

 Ladies and
Gentlemen:

 On behalf of Hudson Pacific Properties, Inc. (the “Company,” or
“Hudson”), we are submitting this letter in connection with ongoing inquiries and discussions with the Staff regarding the Company’s analysis as to the identification of the accounting acquirer for purposes of applying FASB
Accounting Standards Codification Section 805, Business Combinations (“ASC 805”). The analysis in this letter supersedes the Company’s previous analyses with regard to this topic.

 In this letter to the Staff, we will be providing our thoughts and conclusions as to the
identification of the accounting acquirer as a result of the Company’s initial public offering (“IPO”) and related formation transactions (collectively, the “IPO and Formation Transactions”). To determine which
entity is the accounting acquirer for purposes of the IPO and Formation Transactions, we have considered both ASC 805 and SEC Staff Accounting Bulletin No. 97, Interpretations of SAB No. 48 (Transfers of Nonmonetary Assets by Promoters
or Shareholders) and APB Opinion No. 16 (Business Combinations) (“SAB 97”). Based on this analysis, the Company has concluded that the IPO and Formation Transactions should be treated in part as a transaction among entities
under common control (i.e., no business combination) and in part as an acquisition of assets that were not previously under common control (i.e., a business combination). The foregoing analysis and related conclusions will be discussed in
Alternative A below. At the request of the Staff, we have also analyzed an alternative position (discussed within Alternative B below) regarding the identity of the potential accounting acquirer, which is a result of viewing the IPO and Formation
Transactions as a single business combination without any transaction among entities under common control. While both Alternatives A and B result in a loss in control of the assets being contributed/acquired as a result of the IPO and Formation
Transactions, the alternatives differ because Alternative A focuses on “to who” controls the assets being contributed as part of the IPO and Formation Transactions and “who” is sponsoring the IPO and Formation Transactions as
well as the actual “substance” (or lack thereof) of the REIT entity prior the contribution of any of the assets, while the alternative position treats the sale of a majority of the stock of the REIT to the public as dispositive of the
issue and results in the REIT being treated as the accounting acquirer.

 A. Background

To assist the Staff in further understanding the IPO and Formation Transactions and their related components, we are providing an overview
of a typical REIT IPO and typical formation transactions as well as a detailed recitation of the relevant facts relating to the Company’s IPO and Formation Transactions.

1. Typical REIT IPO and Formation Transactions Overview

A typical REIT IPO and related formation transactions have the following elements that are cross-conditioned and occur more or less
simultaneously at the closing of the IPO. The first element is that a sponsoring individual or control group identifies a property or group of properties that it intends to recapitalize. This initial group of properties is typically controlled by
the sponsoring individual or control group. The next element is that the sponsoring individual or control group creates the “vehicle” that will be used to issue equity and will be the continuing entity after the completion of the IPO and
formation transactions, which, for purposes of this letter, will be referred to as the “REIT.” The third element is that the sponsoring individual or group, which in almost all cases is the control group, engage in the related
activities that will be required for the REIT to raise equity in the IPO and formation transactions, which include, among other things, engaging lawyers, accountants and investment bankers, arranging post-IPO financing, obtaining consents from the
current owners of the contributed assets, registering the equity with the Securities and Exchange Commission, identifying the post-IPO board members for the REIT, and ultimately determining the pricing of the IPO and formation transactions. A fourth
element sometimes occurs pursuant to which properties are identified for acquisition by the REIT in third-party, arms-length transactions, which are contingent on completion of the IPO. After the pricing of the public equity of the REIT in the IPO
has been completed, (1) the sponsoring properties are contributed into the operating partnership subsidiary of the newly formed REIT, (2) the REIT or its operating partnership subsidiary issues equity to the property contributors in
exchange for the contributed properties, (3) the REIT consummates the issuance of equity to the public in exchange for cash, and (4) the REIT uses the cash proceeds received to either repay debt, buy-out property contributors, acquire
properties identified prior to the IPO or some combination thereof. All four of these final steps occur substantially concurrently with the closing of the IPO (i.e., the overall transaction is intended to occur either in its entirety or not at all).

 2

 2. Summary of Hudson IPO and Formation Transactions

a. Predecessor Entities

As discussed in the Registration Statement, the Company’s predecessor (the “Predecessor”) for accounting purposes
includes SGS Realty II, LLC, HFOP City Plaza, LLC and Sunset Bronson Entertainment Properties, LLC (the “Predecessor Entities”). These entities, in turn, own the following assets—Sunset Gower Studios, Technicolor Building,
Sunset Bronson Studios, and City Plaza, which are referred to herein as the “Predecessor Assets.” Each of these Predecessor Entities is controlled and predominately owned (between 98.4% and 99.1%) by investment funds affiliated with
Farallon Capital Management, L.L.C. (“Farallon”), which we refer to as the “Farallon Funds.” The Farallon Funds’ control of each of the Predecessor Entities is substantiated in their respective LLC Agreements
in accordance with ASC Section 810-20-25 (EITF 04-5). The Farallon Funds’ control of the Predecessor Entities is based on Farallon’s unilateral and unencumbered right to remove and replace the administrative member, Hudson Capital,
LLC, as the administrative member and asset manager of each of the Predecessor Entities. Historical consolidated financial statements for the Farallon Funds would include all of the entities identified in the first two sentences in this paragraph.
Farallon Partners, L.L.C. is the controlling general partner in each of the Farallon Funds and would include the Farallon Funds in its historical consolidated financial statements under U.S. generally accepted accounting principles
(“GAAP”). Further, each of the Predecessor Entities is also minority owned (between 0.9% and 1.6%) and administratively managed by Hudson Capital, LLC. As such, each of the Predecessor Entities are under common control and
common management and have therefore been combined, and are referred to hereinafter, as the Predecessor.

 b. Howard Street
Associates, LLC

 One of the non-predecessor entities, Howard Street Associates, LLC, is owned 94% by the Farallon Funds and
6% by an unrelated entity that acts as the developer, property manager and administrative member of the LLC. Howard Street Associates, LLC is controlled by the Farallon Funds as all major decisions that impact the operations and success of the
entity are controlled by the Farallon Funds through override provisions in the LLC Agreement of Howard Street Associates, LLC. This entity has not been combined with the Predecessor since it is managed by a third party entity that is unrelated to
Hudson Capital, LLC, the manager of each of the Predecessor Entities. Howard Street Associates, LLC will hereinafter be referred to as the “Howard Street Asset.”

 3

 c. The REIT – Hudson Pacific Properties, Inc.

With the direction and approval of Farallon Partners, L.L.C., the Predecessor’s management team (more specifically, Victor J.
Coleman) formed the REIT (i.e., Hudson), and Hudson Pacific Properties, L.P. (the “Operating Partnership”) for the sole purpose of effecting the formation transactions, the IPO and the concurrent private placement. Prior to the
formation transactions, the IPO and the concurrent private placement, the REIT has only $1,000 in assets and $1,000 in equity. As of that time, the REIT (1) has been capitalized with a nominal amount of cash, (2) has no commitments,
obligations, or assets that change in value and (3) can be liquidated unilaterally simply by returning its nominal cash capital to its owner. As a result, the REIT is a transitory entity until the substantive transactions described below in
connection with the contemplated IPO and Formation Transactions occur. Under the unilateral direction and approval of Farallon Partners, L.L.C. through the Farallon Funds, the Predecessor’s management team (specifically the management team of
Hudson Capital, LLC, the current manager of the Predecessor Entities) will be working to effect the contemplated IPO and Formation Transactions throughout the remainder of the IPO registration process. Upon completion of the IPO and Formation
Transactions, and from that time on, on behalf of and at the discretion of the REIT, the former management team of Hudson Capital, LLC will manage the REIT’s assets.

d. Other Entities to be Acquired

Four additional entities—the Del Amo Fashion Center Operating Company, LLC; GLB Encino, LLC; Glenborough Tierrasanta, LLC; and Hudson
Capital, LLC—will be contributed/acquired as part of the IPO and Formation Transactions. None of these entities are under the common control of the Farallon Funds or Farallon Partners, L.L.C. The current owners of these entities represent
approximately 27.1% of the estimated pre-IPO gross asset values (less pre-IPO debt) and will receive approximately 6% of the REIT’s post-IPO equity on a combined basis. Further, no individual non-predecessor entity represents more than 3.8% of
the REIT’s equity, post-IPO. These four entities will be referred to hereinafter as the “Acquired Entities,” and the assets owned by such entities will be referred to as the “Acquired Assets.”

 4

 e. Summary Table of Pre- and Post- IPO Transaction

The estimated fair value of the assets and equity of each of the Predecessor, the Howard Street Asset and the Acquired Entities are
summarized as follows:

 Entities/Assets

Number of
Assets

Estimated Gross
Asset Values

Estimated Gross
Asset Values
Less Pre-IPO
Debt ($’s)

Estimated
Gross Asset
Values Less

Pre-IPO
Debt (%’s)

Estimated
Post-IPO
Equity
Ownership %

 Contributed Assets

 The Predecessor (A)

3

$
304,623

$
152,623

68.9
%

34.9
%

 Howard Street Associates, LLC (B)

1

50,000

9,000

4.1
%

2.1
%

 Del Amo Fashion Center Operating Company, LLC (C)

1

27,500

27,500

12.4
%

0.0
%

 Glenborough Tierrasanta, LLC / GLB Encino
LLC (D)

2

80,820

23,520

10.6
%

3.7
%

 Hudson Capital, LLC (E)

9,000

9,000

4.1
%

2.1
%

 Total contributed assets

7

$
471,943

$
221,643

100.0
%

42.8
%

 REIT IPO/Private Placement

 Concurrent private placement (F)

4.6
%

 Planned IPO

52.6
%

 Total REIT equity raised

57.2
%

 Total Newco

100
%

(A)
The Predecessor consists of three properties owned approximately 98% to 99% by the Farallon Funds and 1% to 2% by Hudson Capital, LLC, and is controlled by the Farallon
Funds.

(B)
Howard Street Associates, LLC consists of one property owned 94% by the Farallon Funds and 6% by an unrelated third party and is controlled by the Farallon Funds.

(C)
Del Amo Fashion Center Operating Company, LLC consists of one property owned 23% by the Farallon Funds and 77% by unrelated third parties. This entity is jointly
controlled by the Farallon Funds and the unrelated parties.

(D)
The Glenborough Tierrasanta, LLC/GLB Encino LLC entities own two properties and are owned and controlled by the Morgan Stanley Real Estate Funds.

(E)
Hudson Capital, LLC is owned by Victor J. Coleman and Howard S. Stern.

(F)
The concurrent private placement will be made to Victor J. Coleman and the Farallon Funds.

f. Summary of the Formation Transactions

The Hudson IPO and Formation Transactions follows the “typical” REIT IPO and formation transaction structure described above.
Specifically, the various ownership interests of the Predecessor, the Howard Street Asset and the Acquired Entities have all consented to the inclusion of their ownership interests into the formation transactions, which will essentially occur
simultaneously with the IPO and the concurrent private placement. In the IPO and Formation Transactions, the REIT will (1) issue shares of its common stock and/or units in the Operating Partnership to the Farallon Funds, and certain owners of
the Acquired Entities pursuant to the formation transactions and (2) issue shares of its common stock to new public stockholders in the IPO. In connection with the formation transactions, the REIT or its Operating Partnership subsidiary will
receive the assets of each of the Predecessor, the Howard Street Asset and the Acquired Entities, together with assumed debt on certain of the foregoing assets. IPO proceeds will be used (1) to repay certain debt encumbering the Predecessor
Assets and the Howard Street Asset, (2) to acquire a portion of the ownership interests in the Acquired Entities (the remainder of such interests are being contributed to the Operating Partnership in exchange for equity) and (3) for
general working capital purposes of the new public company, including, among other things, funding capital expenditures, tenant improvements, leasing commissions and potential future acquisitions.

 5

 Upon completion of the formation transactions, the REIT will have a controlling financial
interest in the Operating Partnership. The Operating Partnership, in turn, will own all the assets of the Company. On a fully-converted basis, the controlling interest of the Predecessor, the Farallon Funds, will have the largest minority voting
interest of the combined entity (currently estimated to be 41.6% on a fully-diluted basis, which consists of a 34.9% interest from the Predecessor, a 2.1% interest received from Howard Street Associates, LLC and a 4.6% interest received from the
concurrent private placement) upon completion of the formation transactions, the IPO and the concurrent private placement. As discussed above, the Farallon Funds are controlled by Farallon Partners, L.L.C., their general partner. As such, Farallon
Partners, L.L.C. would have the ability to vote the equity interests in “concert” and, therefore, have the ability to significantly influence the REIT and the Operating Partnership.

B. Alternative A – Combination of Entities Under Common Control

Pursuant to FASB ASC 805-50-15-6 paragraph a., an example of transactions between entities under common control includes an entity that
“charters” a newly formed entity and then transfers some or all of its net ass