SecProbe.io

CORRESP
 1
 filename1.htm

 Document HUDSON PACIFIC PROPERTIES, INC. 11601 Wilshire Boulevard, Ninth Floor Los Angeles, CA 90025   July 21, 2025   VIA EDGAR   Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Pam Howell    Re:   Hudson Pacific Properties, Inc.     Registration Statement on Form S-3, filed July 15, 2025     File No. 333-288685   Dear Ms. Howell: In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Hudson Pacific Properties, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-288685) (the “ Registration Statement ”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on July 23, 2025 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Brent T. Epstein at (213) 891-8185.         Very truly yours, HUDSON PACIFIC PROPERTIES, INC.           /s/ Mark Lammas     Mark Lammas     President cc: Harout K. Diramerian, Hudson Pacific Properties, Inc. Julian T.H. Kleindorfer, Latham & Watkins LLP Brent T. Epstein, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

Victor Coleman
Chief Executive Officer
Hudson Pacific Properties, Inc.
11601 Wilshire Boulevard, Ninth Floor
Los Angeles, California 90025

 Re: Hudson Pacific Properties, Inc.
 Registration Statement on Form S-3
 Filed July 15, 2025
 File No. 333-288685
Dear Victor Coleman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Pam Howell at 202-551-3357 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 6, 2024
Harout Diramerian
Chief Financial Officer
Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
11601 Wilshire Blvd., Ninth Floor
Los Angeles, CA 90025
Re:Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed on February 16, 2024
File No. 001-34789 and 333-202799-01
Dear Harout Diramerian:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

CORRESP

355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

 FIRM / AFFILIATE OFFICES

Austin

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April 25, 2024

Century City

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Frankfurt

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 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

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London

Tokyo

Los Angeles

Washington, D.C.

Madrid

 100 F Street N.E.

 Washington,
D.C. 20549

Attention:

 Kellie Kim

 Shannon Menjivar

Re:

 Hudson Pacific Properties, Inc.

Hudson Pacific Properties, L.P.

 Form 10-K for the Fiscal Year Ended December 31, 2023

 Filed on February 16, 2024

File No. 001-34789 and
333-202799-01

 Ladies and Gentlemen:

On behalf of Hudson Pacific Properties, Inc. (the “Company”) and Hudson Pacific Properties, L.P. (the
“Operating Partnership”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) in its letter dated March 21, 2024, relating to the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2023 (the “Form 10-K”).

 For convenience of reference,
the text of the comment in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after the comment.

Form 10-K for the Fiscal Year Ended December 31, 2023

Goodwill and Acquired Intangible Assets, page F-22

1.
 We note your disclosure that no impairment resulted during the years ended December 31, 2023, 2022
and 2021. We also note in your fourth quarter 2023 earnings call transcript, your CEO’s statement relative to the studio segment’s financial performance in 2023 and projection for 2024. “Turning to our studio segment, following
SAG’s contract ratification in December, production companies have been slow to greenlight new productions, and in January, production counts remained approximately 20% below 2021 and 2022. Based on the level of activity we’re seeing real
time, we now anticipate that production levels may not materially improve until the second half of the year.” Given the reduction in studio income in 2023 and slower ramp up in 2024, please tell us how you considered the guidance in ASC 350-20-35-30 when assessing your goodwill for impairment. Please include within your response how you considered your market
capitalization compared to your book value when performing the impairment analysis.

 April 25, 2024

Page 2

 Response: The Company respectfully advises the Staff that it evaluates its goodwill for impairment on
a quarterly basis, which includes consideration of the Company’s market capitalization. The Company’s December 31, 2023 goodwill balance comprises $255.4 million assigned to the studio reporting unit and $8.8 million
assigned to the management entity reporting unit and approximates 3% of the Company’s total assets. In accordance with Accounting Standards Codification (“ASC”) ASC 350-20-35-3, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. At December 31,
2023, there were no indicators of impairment related to the $8.8 million goodwill assigned to the management entity reporting unit. The Company considered the following in relation to the factors within ASC 350-20-35-3C for the quarterly evaluation performed for the goodwill assigned to the studio reporting unit during the quarter ended December 31, 2023.

As the Company evaluated the impact of the strike and the subsequent mobilization period in 2024, the Company concluded that the Company’s studio
business activities and cash flows would return to pre-strike levels in the foreseeable future. Accordingly, the Company concluded that future cash flows were expected to be sufficient to support the reported
value of the related goodwill. While the total forecasted cash flows generated from the studio reporting unit would be delayed 1 – 1.5 years from those estimated by the Company during the respective acquisitions due to the impact of the strike,
the total cash flows expected to be generated from the studio business remained consistent with those utilized in the development of forecasts during the respective business combinations that were consummated in 2021 and 2022.

Given that the strikes ended prior to December 31, 2023, the most recent date the impairment analysis was completed, the Company had certainty that the
strikes were temporary events. The Company’s documentation at December 31, 2023 supported it was more likely than not the fair value of the goodwill assigned to the studio reporting unit exceeded its carrying value. The documentation
included fair value estimates of the studio reporting unit as derived from third-party analysts as well as the Company’s internal documentation consisting of both projected cash flows and market comparables.

Additionally, the Company considered its market capitalization at December 31, 2023 compared to its book value and determined the difference was
primarily attributable to the office reporting unit for a variety reasons, including (i) the significant disruption to the market for office properties caused by the COVID-19 pandemic and its impact on work-from-home/return-to-office, (ii) rising interest rates and their impact on available financing and the market price for equity securities of publicly traded REITs
like the Company, (iii) inflation and other general economic conditions, and (iv) the size of the Company’s office reporting unit as compared to the rest of the Company. The office segment represented 85% of total revenues during
fiscal 2023 and 89% of total assets at December 31, 2023. The Company believes the lower trading price of the Company’s stock through 2023 is predominantly related to the office reporting unit, which has no goodwill at December 31,
2023. Furthermore, the Company gave consideration to the understanding that, as a sector, other real estate investment trusts predominantly invested in office real estate are also trading at a discount. At December 31, 2023, the Company
performed an assessment of the carrying values of the properties included in the office reporting unit under ASC 360-10.

 2

 April 25, 2024

Page 3

 As referenced in ASC 350-20-35-3D, after assessing the totality of events and circumstances, including those above, the Company concluded that its goodwill was not impaired as of December 31, 2023.

*********

 If you have any
questions or comments with regard to these responses or other matters, please call the undersigned at (213) 891-8371.

Sincerely,

/s/ Julian Kleindorfer

Julian Kleindorfer, Esq.

of Latham & Watkins LLP

cc:
 Harout K. Diramerian, Chief Financial Officer

Kay L. Tidwell, Executive Vice President, General Counsel, Chief Risk Officer and Secretary

Brent T. Epstein, Latham & Watkins LLP

 3

United States securities and exchange commission logo
March 21, 2024
Harout Diramerian
Chief Financial Officer
Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
11601 Wilshire Blvd., Ninth Floor
Los Angeles, CA 90025
Re:Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed on February 16, 2024
File No. 001-34789 and 333-202799-01
Dear Harout Diramerian:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Goodwill and Acquired Intangible Assets, page F-22
1.We note your disclosure that no impairment resulted during the years ended December 31,
2023, 2022 and 2021. We also note in your fourth quarter 2023 earnings call transcript,
your CEO's statement relative to the studio segment's financial performance in 2023 and
projection for 2024. "Turning to our studio segment, following SAG's contract ratification
in December, production companies have been slow to greenlight new productions, and in
January, production counts remained approximately 20% below 2021 and 2022. Based on
the level of activity we're seeing real time, we now anticipate that production levels may
not materially improve until the second half of the year." Given the reduction in studio
income in 2023 and slower ramp up in 2024, please tell us how you considered the
guidance in ASC 350-20-35-30 when assessing your goodwill for impairment. Please
include within your response how you considered your market capitalization compared to
your book value when performing the impairment analysis.

 FirstName LastNameHarout Diramerian
 Comapany NameHudson Pacific Properties, Inc.
 March 21, 2024 Page 2
 FirstName LastName
Harout Diramerian
Hudson Pacific Properties, Inc.
March 21, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

Mailstop 3233
September  6, 201 8

Via E -mail
Mr. Mark T. Lammas
Chief Financial Officer
Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
11601 Wilshire Blvd., Ninth Floor
Los Angeles, CA 90025

Re: Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
 Form 10 -K for the fiscal year ended December 31, 2017
Filed February 16, 2018

Dear Mr. Lammas :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

CORRESP
1
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		Exhibit

Hudson Pacific Properties, Inc.

Second Quarter 2018 Supplemental Operating and Financial Information

SAME-STORE ANALYSIS

(Unaudited, tabular amounts in thousands, except number of properties and square feet)

 Three Months Ended June 30,

 Six Months Ended June 30,

 2018

 2017

 % change

 2018

 2017

 % change

Same-Store Office Statistics

Number of properties

 30

 30

 29

 29

Rentable square feet

 7,507,449

 7,507,449

 7,308,513

 7,308,513

Ending % leased

 93.2

 %

 94.5

 %

 (1.3

 )%

 93.3

 %

 94.4

 %

 (1.1

 )%

Ending % occupied

 92.4

 %

 93.9

 %

 (1.5

 )%

 92.4

 %

 93.8

 %

 (1.4

 )%

Average % occupied for the period

 92.4

 %

 93.7

 %

 (1.3

 )%

 92.5

 %

 94.4

 %

 (1.9

 )%

Same-Store Studio Statistics(3)

Number of properties

 2

 2

 2

 2

Rentable square feet

 873,002

 873,002

 873,002

 873,002

Average % occupied for the period

 89.6

 %

 89.9

 %

 (0.3

 )%

 89.6

 %

 89.9

 %

 (0.3

 )%

SAME-STORE ANALYSIS—NET OPERATING INCOME

 Three Months Ended June 30,

 Six Months Ended June 30,

 2018

 2017

 % change

 2018

 2017

 % change

Same-Store Net Operating Income

Total Office revenues

 $

 102,703

 $

 99,896

 2.8

  %

 $

 198,485

 $

 188,380

 5.4

  %

Total Studio revenues

 11,209

 10,274

 9.1

 23,471

 21,743

 7.9

Same-Store property revenues

 $

 113,912

 $

 110,170

 3.4

  %

 $

 221,956

 $

 210,123

 5.6

  %

Total Office expenses

 $

 33,365

 $

 31,685

 5.3

  %

 $

 63,937

 $

 55,664

 14.9

  %

Total Studio expenses

 5,199

 4,935

 5.3

 11,586

 12,187

 (4.9

 )

Same-Store property expenses

 $

 38,564

 $

 36,620

 5.3

  %

 $

 75,523

 $

 67,851

 11.3

  %

Same-Store Office net operating income

 $

 69,338

 $

 68,211

 1.7

  %

 $

 134,548

 $

 132,716

 1.4

  %

NOI margin

 67.5

 %

 68.3

 %

 (0.8

 )%

 67.8

 %

 70.5

 %

 (2.7

 )%

Same-Store Studio net operating income

 $

 6,010

 $

 5,339

 12.6

  %

 $

 11,885

 $

 9,556

 24.4

  %

NOI margin

 53.6

 %

 52.0

 %

 1.6

  %

 50.6

 %

 43.9

 %

 6.7

  %

Same-Store net operating income

 $

 75,348

 $

 73,550

 2.4

  %

 $

 146,433

 $

 142,272

 2.9

  %

NOI margin

 66.1

 %

 66.8

 %

 0.7

  %

 66.0

 %

 67.7

 %

 (1.7

 )%

Hudson Pacific Properties, Inc.

Second Quarter 2018 Supplemental Operating and Financial Information

SAME-STORE ANALYSIS—CONTINUED

(Unaudited, tabular amounts in thousands)

SAME-STORE ANALYSIS—NET OPERATING INCOME (CASH BASIS)

 Three Months Ended June 30,

 Six Months Ended June 30,

 2018

 2017

 % change

 2018

 2017

 % change

Same-Store Net Operating Income—Cash Basis

Total Office cash revenues

 $

 97,816

 $

 96,250

 1.6

  %

 $

 188,931

 $

 176,957

 6.8

  %

Total Studio cash revenues

 11,018

 10,140

 8.7

 23,165

 21,624

 7.1

Same-Store property cash revenues

 $

 108,834

 $

 106,390

 2.3

  %

 $

 212,096

 $

 198,581

 6.8

  %

Total Office cash expenses

 $

 32,790

 $

 31,110

 5.4

  %

 $

 62,787

 $

 54,503

 15.2

  %

Total Studio cash expenses

 5,199

 4,935

 5.3

 11,586

 12,187

 (4.9

 )

Same-Store property cash expenses

 $

 37,989

 $

 36,045

 5.4

  %

 $

 74,373

 $

 66,690

 11.5

  %

Same-Store Office net operating income—Cash basis

 $

 65,026

 $

 65,140

 (0.2

 )%

 $

 126,144

 $

 122,454

 3.0

  %

NOI margin

 66.5

 %

 67.7

 %

 (1.2

 )%

 66.8

 %

 69.2

 %

 (2.4

 )%

Same-Store Studio net operating income—Cash basis

 $

 5,819

 $

 5,205

 11.8

  %

 $

 11,579

 $

 9,437

 22.7

  %

NOI margin

 52.8

 %

 51.3

 %

 1.5

  %

 50.0

 %

 43.6

 %

 6.4

  %

Same-Store net operating income—Cash basis

 $

 70,845

 $

 70,345

 0.7

  %

 $

 137,723

 $

 131,891

 4.4

  %

NOI margin

 65.1

 %

 66.1

 %

 (1.0

 )%

 64.9

 %

 66.4

 %

 (1.5

 )%

Hudson Pacific Properties, Inc.

Second Quarter 2018 Supplemental Operating and Financial Information

RECONCILIATION OF GAAP NET INCOME TO NET OPERATING INCOME

(Unaudited, in thousands)

 Three Months Ended June 30,

 Six Months Ended June 30,

 2018

 2017

 2018

 2017

Reconciliation to Net Operating Income

Net Income

 $

 19,691

 $

 6,954

 $

 72,254

 $

 31,107

Adjustments:

Interest expense

 19,331

 21,695

 39,834

 43,625

Interest income

 (66

 )

 (16

 )

 (75

 )

 (46

 )

Unrealized loss on ineffective portion of derivatives

 —

 51

 —

 45

Unrealized gain on non-real estate investment

 (928

 )

 —

 (928

 )

 —

Transaction-related expenses

 —

 —

 118

 —

Other income

 (319

 )

 (576

 )

 (723

 )

 (1,254

 )

Gains on sale of real estate

 (1,928

 )

 —

 (39,602

 )

 (16,866

 )

Income from operations

 $

 35,781

 $

 28,108

 $

 70,878

 $

 56,611

Adjustments:

General and administrative

 16,203

 14,506

 31,767

 28,316

Depreciation and amortization

 60,706

 75,415

 121,259

 146,182

Net Operating Income

 $

 112,690

 $

 118,029

 $

 223,904

 $

 231,109

Net Operating Income Breakdown

Same-Store Office cash revenues

 $

 97,816

 $

 96,250

 $

 188,931

 $

 176,957

Straight-line rent

 3,023

 44

 5,693

 4,552

Amortization of above-market and below-market leases, net

 2,215

 3,853

 4,526

 7,376

Amortization of lease incentive costs

 (351

 )

 (251

 )

 (665

 )

 (505

 )

Same-Store Office revenues

 $

 102,703

 $

 99,896

 $

 198,485

 $

 188,380

Same-Store Studio cash revenues

 $

 11,018

 $

 10,140

 $

 23,165

 $

 21,624

Straight-line rent

 191

 134

 306

 119

Same-Store Studio revenues

 $

 11,209

 $

 10,274

 $

 23,471

 $

 21,743

Same-Store property revenues

 $

 113,912

 $

 110,170

 $

 221,956

 $

 210,123

Same-Store Office cash expenses

 $

 32,790

 $

 31,110

 $

 62,787

 $

 54,503

Amortization of above-market and below-market ground leases, net

 575

 575

 1,150

 1,161

Same-Store Office expenses

 $

 33,365

 $

 31,685

 $

 63,937

 $

 55,664

Same-Store Studio cash expenses

 $

 5,199

 $

 4,935

 $

 11,586

 $

 12,187

Same-Store Studio expenses

 $

 5,199

 $

 4,935

 $

 11,586

 $

 12,187

Same-Store property expenses

 $

 38,564

 $

 36,620

 $

 75,523

 $

 67,851

Same-Store net operating income

 $

 75,348

 $

 73,550

 $

 146,433

 $

 142,272

Non-Same-Store net operating income

 37,342

 44,479

 77,471

 88,837

Net Operating Income

 $

 112,690

 $

 118,029

 $

 223,904

 $

 231,109

Hudson Pacific Properties, Inc.

Second Quarter 2018 Supplemental Operating and Financial Information

NET OPERATING INCOME DETAIL

Three Months Ended June 30, 2018

(Unaudited, in thousands)

 Same-Store Office Properties

 Same-Store Studio Properties

 Non-Same-Store Office Properties

 Non-Same-Store Studio Properties

 Redevelopment/Development

 Lease-Up Properties

 Held-for-Sale

 Sold/Other

 Total

Revenue

Rents

Cash rent

 $

 77,298

 $

 7,307

 $

 4,574

 $

 3,157

 $

 —

 $

 32,757

 $

 4,509

 $

 55

 $

 129,657

Straight-line rent

 3,023

 191

 840

 53

 —

 3,601

 232

 (3

 )

 7,937

Amortization of above-market and below-market leases, net

 2,215

 —

 —

 —

 —

 1,009

 6

 —

 3,230

Amortization of lease incentive costs

 (351

 )

 —

 —

 —

 —

 (10

 )

 (23

 )

 —

 (384

 )

Total Rents

 $

 82,185

 $

 7,498

 $

 5,414

 $

 3,210

 $

 —

 $

 37,357

 $

 4,724

 $

 52

 $

 140,440

Tenant reimbursements

 $

 16,312

 $

 476

 $

 555

 $

 24

 $

 —

 $

 4,893

 $

 157

 $

 43

 $

 22,460

Parking and other

 4,206

 3,235

 1,004

 2,176

 —

 1,536

 —

 112

 12,269

Total Revenue

 $

 102,703

 $

 11,209

 $

 6,973

 $

 5,410

 $

 —

 $

 43,786

 $

 4,881

 $

 207

 $

 175,169

Property operating cash expenses

 32,790

 5,199

 1,548

 3,340

 —

 17,177

 1,497

 336

 61,887

Amortization of above-market and below-market ground leases, net

 575

 —

 —

 —

 —

 17

 —

 —

 592

Total operating expenses

 $

 33,365

 $

 5,199

 $

 1,548

 $

 3,340

 $

 —

 $

 17,194

 $

 1,497

 $

 336

 $

 62,479

Total Net Operating Income

 $

 69,338

 $

 6,010

 $

 5,425

 $

 2,070

 $

 —

 $

 26,592

 $

 3,384

 $

 (129

 )

 $

 112,690

Square Feet

 7,507,449

 873,002

 703,271

 373,421

 976,795

 3,701,686

 447,739

 —

 14,583,363

Ending % Leased

 93.2

 %

 89.6

 %

 97.6

 %

 80.6

 %

 —

 %

 80.9

 %

 80.6

 %

 —

 %

 83.1

 %

Ending % Occupied

 92.4

 %

 89.6

 %

 97.2

 %

 80.6

 %

 —

 %

 75.9

 %

 80.6

 %

 —

 %

 81.4

 %

NOI Margin

 67.5

 %

 53.6

 %

 77.8

 %

 38.3

 %

 —

 %

 60.7

 %

 69.3

 %

 —

 %

 64.5

 %

Total Net Operating Income

 $

 69,338

 $

 6,010

 $

 5,425

 $

 2,070

 $

 —

 $

 26,592

 $

 3,384

 $

 (129

 )

 $

 112,690

Adjustments:

Straight-line rent

 (3,023

 )

 (191

 )

 (840

 )

 (53

 )

 —

 (3,601

 )

 (232

 )

 3

 (7,937

 )

Amortization of above market and below-market leases, net

 (2,215

 )

 —

 —

 —

 —

 (1,009

 )

 (6

 )

 —

 (3,230

 )

Amortization of lease incentive costs

 351

 —

 —

 —

 —

 10

 23

 —

 384

Amortization of above-market and below-market ground leases, net

 575

 —

 —

 —

 —

 17

 —

 —

 592

Total Cash Net Operating Income

 $

 65,026

 $

 5,819

 $

 4,585

 $

 2,017

 $

 —

 $

 22,009

 $

 3,169

 $

 (126

 )

 $

 102,499

Mailstop 3233
August  10, 201 8

Via E-mail
Mr. Mark T. Lammas
Chief Financial Officer
Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
11601 Wilshire Blvd., Ninth Floor
Los Angeles, CA 90025

Re: Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
 Form 10-K for the  fiscal  year e nded December 31, 201 7
Filed February  16, 201 8

Form 8 -K
Filed August 1, 2018
File No. 001-34789  (Inc. )
File No. 333-202799 -01 (L.P.)

Dear Mr. Lammas :

We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand  your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please te ll us why in your response.

After reviewing your response to these comments, we may have additional comments.

Mr. Mark T. Lammas
Hudson Pacific Properties, Inc.
Hudson Pacific Properties, L.P.
August  10, 201 8
Page 2

 Form 8 -K filed August  1, 2018

Exhibit 99.2

1. We note on page 27 that you present Same -Store net operating income on a “GAAP”
basis.  We also note on page 28 that you present  “Property GAAP Net Operating Income ”
and “ Total GAAP Net Operating Income. ”  Given that NOI is a non -GAAP measure,
please revise your future filings to  remove the word “GAAP" from  the labeling of your
non-GAAP measu res presented.

2. Please expand your presentation  to separately disclose  all material reconciling items
between the cash basis operating measures and the non -cash basis operating measures
(e.g. straight line rent adjustment, amortization of lease intangibles et c.)

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jeffrey Lewis, Staff Accountant, at (202) 551 -6216 or the undersigned
at (202) 551-3438  with any questions.

Sincerely,

/s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

August 3 , 2015

Mr. Mark T. Lammas
Chief Financial Officer
Hudson Pacific Properties, Inc.
11601 Wilshire Blvd., Sixth Floor
Los Angeles, CA 90025

Re: Hudson Pacific Properties, Inc.
Form 10 -K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -34789

Dear Mr. Lammas:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in  response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable r ules require.

Sincerely,

 /s/ Daniel L. Gordon

 Daniel L. Gordon
Senior Assistant Chief  Accountant

CORRESP
1
filename1.htm

		HPP Response Letter (2014 10K)

355 South Grand Avenue

Los Angeles, California  90071-1560

Tel: +1.213.485.1234  Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi        Milan

Barcelona        Moscow

Beijing        Munich

Boston        New Jersey

Brussels        New York

Chicago        Orange County

Doha        Paris

Dubai        Riyadh

Düsseldorf        Rome

Frankfurt        San Diego

Hamburg        San Francisco

Hong Kong        Shanghai

Houston        Silicon Valley

London        Singapore

Los Angeles    Tokyo

Madrid        Washington, D.C.

July 24, 2015

VIA EDGAR CORRESPONDENCE

Daniel L. Gordon

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2014

Filed March 2, 2015

File No. 1-34789

Dear Mr. Gordon:

On behalf of our client, Hudson Pacific Properties, Inc. (the “Company”), this letter sets forth the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission dated July 8, 2015 to the Company’s Form 10-K for the fiscal year ended December 31, 2014, filed March 2, 2015.

For your convenience, we have set forth the Staff’s comment immediately preceding our response.

Form 10-K for the year ended December 31, 2014

Item 2. Properties

Note (5), page 38

1.

 We note that you acquired the 12655 Jefferson property in October 2014 and it appears that the tenant vacated the property at some point after the acquisition.  Please explain how you determined it is appropriate to capitalize rent received from the vacated tenant.  In your explanation, please provide the relevant facts concerning the lease termination agreement and cite the relevant accounting literature you relied upon.

Response:

In October 2014, the Company acquired 12655 Jefferson for $38.0 million intending to execute a total redevelopment of the property that was scheduled to be completed in late 2015; at the time of the acquisition, the property was uninhabitable and vacant.  As of the date of the acquisition, a single-tenant lease with a remaining lease term of eight months (scheduled to expire in June 2015) and remaining lease payments of $1.8 million ($0.2 million a month) was in place.  However, the tenant had not occupied the space upon or immediately prior to the date of acquisition because of its condition.  Based upon the physical condition of the property and the fact that any market participant would have to conclude that there were no processes being conducted at it which were capable of producing outputs as a “useable property,” the Company determined that the acquisition was one of a vacant property and therefore categorized the acquisition as an asset as opposed to a business combination, as defined by ASC 805, Business Combinations.

As a result of the Company’s conclusion that the acquisition of the 12655 Jefferson property was an asset acquisition for the purpose of redevelopment, the Company (1) did not assign any value to the in-place lease; and (2) reduced the Company’s real estate held for development by $0.3 million in 2014, which consisted of $0.5 million of lease revenue net of $0.2 million of incremental operating costs (e.g., property taxes, insurance, etc.), as the amounts received from the lessee were determined to be incremental revenue of incidental operations from the redevelopment project costs incurred pursuant to ASC 970-340-25-12 Real Estate (ASC 970).  ASC 970 defines incidental operations as “revenue-producing activities engaged in during the holding or development period to reduce the cost of developing the property for its intended use, as distinguished from activities designed to generate a profit or a return from the use of the property,” and therefore, “incremental revenues from incidental operations in excess of incremental costs of incidental operations shall be accounted for as a reduction of capitalized project costs.”  Since 12655 Jefferson was acquired specifically for redevelopment, the property was not intended to produce any income or return on the investment at acquisition and the lease payments received, net of incremental costs, were considered incidental to the redevelopment costs, and therefore capitalized in accordance with ASC 970.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 52

1.

 We note you disclosed FFO, FFO (excluding specified items) and adjusted FFO in your earnings release and supplemental package as key performance measures.  In future filings please include these measures as well as the required disclosure in accordance with Item 10(e) of Regulation S-K within your Management’s Discussion and Analysis.

Response:

In future filings, the Company will disclose FFO and FFO (excluding specified items), as well as the required reconciliation and disclosure in accordance with Item 10(e) of Regulation S-K.

Management does not believe that adjusted FFO is a key performance measure of the Company, and accordingly, the Company has never disclosed or highlighted adjusted FFO in its earnings release.  The Company has included adjusted FFO disclosure in its supplemental package in response to requests from analysts, who apparently review this information with respect to many companies.  Including the disclosure in the Company’s supplemental package allows the Company to provide the requested information in a Regulation FD compliant manner.  However, management does not use adjusted FFO internally as a key metric in analyzing the Company’s performance.  Accordingly, the Company believes it would not be appropriate to include adjusted FFO in its public filings.

* * * * *

We are enclosing a letter from Mark T. Lammas, Chief Financial Officer of the Company, containing a statement from the Company acknowledging each of the matters requested by the Staff.

If you have any questions or comments with regard to these responses or other matters, please call the undersigned at (213) 891-8371.

Sincerely,

/s/ Julian Kleindorfer__________________

Julian Kleindorfer, Esq.

of Latham & Watkins LLP

cc:  Mark T. Lammas, Chief Financial Officer

       Kay L. Tidwell, Executive Vice President, General Counsel and Secretary

July 24, 2015

VIA EDGAR CORRESPONDENCE

Daniel L. Gordon

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2014

Filed March 2, 2015

File No. 1-34789

Dear Mr. Gordon:

In response to your letter dated July 8, 2015, Hudson Pacific Properties, Inc. (the “Company”) is today submitting to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) a letter from our counsel, Julian Kleindorfer of Latham & Watkins LLP.

Pursuant to the Staff’s request, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

HUDSON PACIFIC PROPERTIES, INC.

/s/ Mark T. Lammas

Name: Mark T. Lammas

Title:     Chief Financial Officer

July 8, 2015

Mr. M ark T. Lammas
Chief Financial Officer
Hudson Pacific Properties, Inc.
11601 Wilshire Blvd., Sixth Floor
Los Angeles, CA 90025

Re: Hudson Pacific Properties, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1-34789

Dear Mr. Lammas:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for the year ended December 31, 2014

Item 2.  Properties

Note (5), page 38

1. We note that you acquired the 12655 Jefferson property in October 2014 and it appears
that the tenant vacated the property at some point after the acquisition.  Please explain
how you determined it is appropriate to capitali ze rent received from the vacated tenant.
In your explanation, please provide the relevant facts concerning the lease termination
agreement and cite the relevant accounting literature you relied upon.

Item 7. Management’s Discussion and Analysis of Finan cial Condition and Results of
Operations, page 52

2. We note you disclosed FFO, FFO (excluding specified items) and adjusted FFO  in your
earnings release and supplemental package as key performance measures.   In future

Mr. Mark T. Lammas
Hudson Pacific Properties, Inc.
July 8 , 2015
Page 2

 filings please include these measures a s well as the required disclosure in accordance
with Item 10(e) of Regulation S -K within your Management’s Discussion and Analysis.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissi on or any person under the federal securities laws of the United States.

You may contact Peter McPhun, Staff  Accountant at 202-551-3581 or the undersigned  at
202-551-3486 if you have questions .

Sincerely,

 /s/ Daniel L. Gordon

 Daniel L. Gordon
Senior Assistant Chief Accountant

November 19 , 201 4

Via E -mail
Mr. Mark T. Lammas
Chief Financial Officer
Hudson Pacific Properties, Inc.
11601 Wilshire Blvd. , Sixth  Floor
Los Angele s, CA  90025

Re:  Hudson Pacific Properties, Inc.
 Form 10-K for the  fiscal  year ended December  31, 2013
Filed March  3, 201 4
File No. 1-34789

Dear Mr. Lammas :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Folake Ayoola

Folake Ayoola
Senior Counsel

CORRESP
1
filename1.htm

		HPP Response Letter 2 (2013 Form 10K)

355 South Grand Avenue

Los Angeles, California  90071-1560

Tel: +1.213.485.1234  Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi        Milan

Barcelona        Moscow

Beijing        Munich

Boston        New Jersey

Brussels        New York

Chicago        Orange County

Doha        Paris

Dubai        Riyadh

Düsseldorf        Rome

Frankfurt        San Diego

Hamburg        San Francisco

Hong Kong        Shanghai

Houston        Silicon Valley

London        Singapore

Los Angeles    Tokyo

Madrid        Washington, D.C.

November 12, 2014

VIA EDGAR CORRESPONDENCE

Folake Ayoola

Senior Counsel, Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2013

Filed March 3, 2014

File No. 1-34789

Dear Mrs. Ayoola:

On behalf of our client, Hudson Pacific Properties, Inc. (the “Company”), this letter sets forth the Company’s response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission dated September 10, 2014 to the Company’s Form 10-K for the fiscal year ended December 31, 2013, filed March 3, 2014.

For your convenience, we have set forth the Staff’s comment immediately preceding our response.

Form 10-K for the year ended December 31, 2013

General

1.

 We note your response to comment 1 of our letter dated August 7, 2014 in which you indicate that you consider FFO to be a meaningful metric for a REIT to assess its operational performance in conjunction with other metrics. In future Exchange Act periodic reports, please include FFO disclosure. Also provide the appropriate GAAP reconciliation and highlight any differences from the NAREIT definition.

Response:

The Company advises the Staff that, in future Exchange Act periodic reports, beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, the Company will provide disclosure regarding its FFO.  This disclosure will include an appropriate GAAP reconciliation and highlight any differences between the Company’s definition of FFO and the NAREIT definition of FFO.

* * * * *

We are enclosing a letter from Mark T. Lammas, Chief Financial Officer of the Company, containing a statement from the Company acknowledging each of the matters requested by the Staff.

If you have any questions or comments with regard to these responses or other matters, please call the undersigned at (213) 891-8371.

Sincerely,

/s/ Julian Kleindorfer

Julian Kleindorfer, Esq.

of Latham & Watkins LLP

cc:  Mark T. Lammas, Chief Financial Officer

November 12, 2014

VIA EDGAR CORRESPONDENCE

Folake Ayoola

Senior Counsel, Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2013

Filed March 3, 2014

File No. 1-34789

Dear Mrs. Ayoola:

In response to your letter dated September 10, 2014, Hudson Pacific Properties, Inc. (the “Company”) is today submitting to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) a letter from our counsel, Julian Kleindorfer of Latham & Watkins LLP.

Pursuant to the Staff’s request, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

HUDSON PACIFIC PROPERTIES, INC.

/s/ Mark T. Lammas

Name: Mark T. Lammas

Title:     Chief Financial Officer

September 10 , 201 4

Via E -mail
Mr. Mark T. Lammas
Chief Financial Officer
Hudson Pacific Properties, Inc.
11601 Wilshire Blvd. , Sixth  Floor
Los Angele s, CA  90025

Re: Hudson Pacific Properties, Inc.
 Form 10-K for the  fiscal  year ended December  31, 2013
Filed March  3, 201 4
File No. 1-34789

Dear Mr. Lammas :

We have reviewed your filing an d have the following comment.   Please respond to this
letter within ten business days by amending your filing, by providing the requested information,
or by advising us when you will provide the requested response.   If you do not believe our
comment  applies  to your facts and circumstanc es or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.

Form 10 -K for the year ended December 31, 2013

General

1. We note  your response to comment 1 of our letter dated August 7, 2014 in which you
indicate that you consider FFO to be a meaningful metric for a REIT to assess its
operational performance in conjunction with other me trics.  In future Exchange Act
periodic reports, please include FFO disclosure. Also provide the appropriate GAAP
reconciliation and highlight any differences from the NAREIT definition.

We urge all who are responsible for the accuracy and adequacy of the  disclosure in the
filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   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.

Mr. Mark Lammas
 Hudson Pacific Properties, Inc.
 September 10 , 201 4
 Page 2

             In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Howard Efron, Staff Accountant, at (202) 551-3439 or Jennifer Monick, Staff
Accountant  at (202) 551 -3295 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sandra  Hunter , Staff Attorney, at (202) 551 -3758
or me at (202) 551 -3673 with regard to legal comments.

Sincerely,

        /s/ Folake Ayoola

Folake Ayoola
Senior Counsel

CORRESP
1
filename1.htm

		HPP Response Letter (2013 Form 10K)

355 South Grand Avenue

Los Angeles, California  90071-1560

Tel: +1.213.485.1234  Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi        Milan

Barcelona        Moscow

Beijing        Munich

Boston        New Jersey

Brussels        New York

Chicago        Orange County

Doha        Paris

Dubai        Riyadh

Düsseldorf        Rome

Frankfurt        San Diego

Hamburg        San Francisco

Hong Kong        Shanghai

Houston        Silicon Valley

London        Singapore

Los Angeles    Tokyo

Madrid        Washington, D.C.

August 21, 2014

VIA EDGAR CORRESPONDENCE

Jennifer Monick

Senior Staff Accountant, Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2013

Filed March 3, 2014

File No. 1-34789

Dear Ms. Monick:

On behalf of our client, Hudson Pacific Properties, Inc. (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission dated August 7, 2014 to the Company’s Form 10-K for the fiscal year ended December 31, 2013, filed March 3, 2014.

For your convenience, we have set forth each of the Staff’s original comments immediately preceding our response.

Form 10-K for the year ended December 31, 2013

General

1.

 Please tell us whether you consider FFO, as defined by NAREIT, to be a key performance indicator.  We may have further comment.

Response:

The Company advises the Staff that it considers FFO, as calculated in accordance with NAREIT’s definition, to be a meaningful metric for a REIT to assess its operational performance, but one that must be read in conjunction with other metrics and not in isolation.  The Company uses FFO as a supplemental performance measure because, in excluding real estate depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.  However, because FFO excludes depreciation and amortization and captures neither the changes in the value of the Company’s properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact the Company’s results from operations, the utility of FFO as a measure of the Company’s performance is limited.  Accordingly, the Company considers FFO only as a supplement to net income as a measure of the Company’s performance.

Lease Expirations of Office Portfolio, page 28

2.

 In future Exchange Act periodic reports, please revise to include the number of tenants whose leases will expire.

Response:

In response to the Staff’s comment, the Company advises the Staff that, in future Exchange Act reports, the Company will revise its lease expiration disclosure to include the number of tenant leases that will expire.

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 34

3.

 In future Exchange Act periodic reports, please disclose the high and low sales prices for the equity for each full quarterly period within the two most recent fiscal years.  Please refer to Item 201(a)(1)(ii) of Regulation S-K.

Response:

With reference to Item 201(a)(1)(ii) of Regulation S-K, and in response to the Staff’s comment, the Company advises the Staff that, in future Exchange Act reports, the Company will disclose the high and low sales prices of its common stock as reported by the New York Stock Exchange for each full quarterly period within the two most recent fiscal years.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 37

Results of Operations, page 44

4.

 We note your disclosure starting on page 38 that you had material acquisitions and dispositions in the reporting period.  In future Exchange Act periodic reports, please disclose period to period changes in your same store performance.  Within same store, please address the relative impact of occupancy and rent rate changes.  Also include how you define your same store pool.

Response:

In response to the Staff’s comment, the Company advises the Staff that, in future Exchange Act reports, the Company will disclose period to period changes in its same store performance, including the relative impact of occupancy and rental rate changes.  The Company also confirms that it will include a definition of “same store,” as all of its properties owned and included in its stabilized portfolio as of the first day of its fiscal year, consistent with the definition in its past Exchange Act filings.

5.

 In future Exchange Act periodic reports, please discuss your leasing results, including disclosure regarding tenant improvement costs and leasing commissions for both new and renewed leases on a per square foot basis.  For your leasing results, please include a roll forward of beginning of year vacant space to end of year vacant space, with data on new space that became vacant during the period, and all the space filled during the period for new leases and renewed leases.

Response:

In response to the Staff’s comment, the Company advises the Staff that, in future Exchange Act reports, the Company will discuss its leasing results, including disclosure regarding tenant improvement costs and leasing commissions for both its new and renewed leases on a per square foot basis.  For its leasing results, the Company confirms that it will include a roll forward of beginning of year vacant space to end of year vacant space, with data on new space that became vacant during the period, and all the space filled during the period for new leases and renewed leases.

Financial Statements for the year ended December 31, 2013

Notes to Consolidated Financial Statements, page F-11

8. Future Minimum Base Rents and Future Minimum Lease Payments, page F-24

6.

 In future periodic filings, please disclose the amount included in the Future Minimum Base Rent table that is subject to cancellation options.

Response:

In response to the Staff’s comment, the Company confirms to the Staff that, in future Exchange Act reports, the Company will disclose the amount included in its Future Minimum Base Rent table that is subject to cancellation options.

Schedule III, page F-36

7.

 Please tell us how you complied with Rule 12-28 of Regulation S-X, or tell us how you determined it was not necessary to disclose the life on which depreciation in latest income statement is computed, reconciliations of real estate assets and accumulated depreciation for the balances at the beginning of the period to the balances at the end of the period, and the aggregate cost of your real estate assets for Federal income tax purposes.

Response:

The Company respectfully notes that it discloses the estimated useful lives used in computing depreciation pursuant to the straight-line method, and includes the rollforward of its real estate assets and accumulated depreciation in its audited disclosures. However, with reference to Rule 12-28 of Regulation S-X, and in response to the Staff’s comment, the Company advises the Staff that, in future Exchange Act reports, the Company will amend its table in Schedule III to disclose the life on which depreciation in its latest income statement is computed, reconciliations of real estate assets and accumulated depreciation for the balances at the beginning of the period to the balances at the end of the period, and the aggregate cost of our real estate assets for Federal income tax purposes.

* * * * *

We are enclosing a letter from Mark T. Lammas, Chief Financial Officer of the Company, containing a statement from the Company acknowledging each of the matters requested by the Staff.

If you have any questions or comments with regard to these responses or other matters, please call the undersigned at (213) 891-8371.

Sincerely,

/s/ Julian Kleindorfer

Julian Kleindorfer, Esq.

of Latham & Watkins LLP

cc:  Mark T. Lammas, Chief Financial Officer

August 21, 2014

VIA EDGAR CORRESPONDENCE

Jennifer Monick

Senior Staff Accountant, Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for the fiscal year ended December 31, 2013

Filed March 3, 2014

File No. 1-34789

Dear Ms. Monick:

In response to your letter dated August 7, 2014, Hudson Pacific Properties, Inc. (the “Company”) is today submitting to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) a letter from our counsel, Julian Kleindorfer of Latham & Watkins LLP.

Pursuant to the Staff’s request, the Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

HUDSON PACIFIC PROPERTIES, INC.

/s/ Mark T. Lammas

Name: Mark T. Lammas

Title:     Chief Financial Officer

August  7, 201 4

Via E -mail
Mr. Mark T. Lammas
Chief Financial Officer
Hudson Pacific Properties, Inc.
11601 Wilshire Blvd. , Sixth  Floor
Los Angele s, CA  90025

Re: Hudson Pacific Properties, Inc.
 Form 10-K for the  fiscal  year ended December  31, 2013
Filed March  3, 201 4
File No. 1-34789

Dear Mr. Lammas :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Form 10 -K for the year ended December 31, 2013

General

1. Please tell us whether you consider FFO, as defined by NAREIT, to be a key
performance indicator.   We may have further comment.

Lease Expirations of Office Portfolio, page 28

2. In future Exchange Act periodic reports, please revise to include the number of tenants
whose leases will expire.

Mr. Mark Lammas
 Hudson Pacific Properties, Inc.
 August  7, 201 4
 Page 2

 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securiti es, page 34

3. In future Exchange Act periodic reports, please disclose the high and low sales prices for
the equity for each full quarterly period within the two most recent fiscal years.   Please
refer to Item 201(a)(1)(ii) of Regulation S -K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 37

Results of Operations, page 44

4. We note your disclosure starting on page 38 that you had material acquisitions and
dispositions in the reporting period.   In fu ture Exchange Act periodic reports, please
disclose period to period changes in your same store performance. Within same store,
please address the relative impact of occupancy and rent rate changes.   Also include how
you define your same store pool.

5. In future Exchange Act periodic reports, please discuss your leasing results, including
disclosure regarding tenant improvement costs and leasing commissions for both new and
renewed leases on a per square foot basis.   For your leasing results, please include a roll
forward of beginning of year vacant space to end of year vacant space, with data on new
space that became vacant during the period, and all the space filled during the period for
new leases and renewed leases.

Financial Statements for the year ende d December 31, 2013

Notes to Consolidated Financial Statements, page F -11

8. Future Minimum Base Rents and Future Minimum Lease Payments, page F -24

6. In future periodic filings, please disclose the amount included in the Future Minimum
Base Rent table th at is subject to cancellation options.

Schedule III, page F -36

7. Please tell us how you complied with Rule 12 -28 of Regulation S -X, or tell us how you
determined it was not necessary to disclose the l ife on which depreciation in latest
income statement i s computed, reconciliations of real estate assets and accumulated
depreciation for the balances at the beginning of the period to the balances at the end of
the period, and the aggregate cost of your real estate assets for Federal income tax
purposes.

Mr. Mark Lammas
 Hudson Pacific Properties, Inc.
 August  7, 201 4
 Page 3

 We urge all who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   Since the company and i ts 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.

            In responding to our comments, please provide  a written statement from the c ompany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect  to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Howard Efron, Staff Accountant, at (202) 551-3439 or me at (202) 551 -3295 if
you have questions regarding comments on the financial statements and related
matters.  Please contact Sandra  Hunter , Staff Attorney, at (202) 551 -3758 or Folake Ayoola ,
Staff A ttorney , at (202) 551 -3673 with regard to legal comments.

Sincerely,

        /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

August 5 , 2013

Via E-Mail
Mr. Mark T . Lammas
Chief Financial Officer
Hudson Pacific Properties , Inc.
11601 Wilshire Blvd .
Suite 1600
Los Angeles, CA 90025

Re: Hudson Pacific Properties , Inc.
 Form 10-K for year ended December 31, 201 2
Filed on March 14, 2013
File No. 001-34789

Dear Mr. Lammas :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

		SECCommentLetterResponse--201210-KFINAL

 355 South Grand Avenue

Los Angeles, California  90071-1560

Tel: +1.213.485.1234  Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

 Abu Dhabi    Moscow

Barcelona    Munich

Beijing    New Jersey

Brussels    New York

Chicago    Orange County

Doha    Paris

Dubai    Rome

Frankfurt    San Diego

Hamburg    San Francisco

Hong Kong    Shanghai

Houston    Silicon Valley

London    Singapore

Los Angeles    Tokyo

Madrid    Washington, D.C.

Milan

July 26, 2013

VIA E-MAIL AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3010

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Kevin Woody, Branch Chief

Jennifer Monick, Senior Staff Accountant

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for year ended December 31, 2012

File No. 001-34789

Ladies and Gentlemen:

On behalf of Hudson Pacific Properties, Inc. (the “Company” or “Hudson”), this letter responds to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Commission, received by e-mail on July 16, 2013 (the “Comment Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission (the “Commission”) on March 14, 2013 (the “10-K”).  For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36

General

1.

 You disclose same store NOI in your Supplemental Operating and Financial Data exhibit to your Form 8-K filed March 6, 2013.  Please tell us if you consider same store NOI to be [a] key operating performance measure.  To the extent you believe it is a key operating performance measure, in future periodic filings, please disclose this measure within your MD&A and discuss any period over period changes in this measure.  Further, your disclosure should clearly define how you determined the same store pool.

Response: The Company respectfully advises the Staff that it has included disclosure regarding same-store NOI in its Supplemental Operating and Financial Data exhibit to its Form 8-K filed March 6, 2013 primarily in response to requests from its shareholders, who are accustomed to seeing similar information from other real estate companies. While the Company includes this information as a courtesy to its shareholders and to promote comparability between Hudson and its peers, the Company does not consider same-store NOI to be a key operating performance measure for Hudson. While other companies may view this information to be a key operating performance measure, Hudson has experienced significant growth since its initial public offering on June 29, 2010, one result of which is a same-store portfolio that has typically encompassed only a fraction of the Company. For example, the same-store portfolio included in the Company’s Supplemental Operating and Financial Data exhibit to its Form 8-K filed with the Commission on March 6, 2013 included only 11 of its office properties, while the Company’s entire office portfolio consisted of a total of 19 properties. Consequently, while the same-store NOI reflected in the Supplemental Operating and Financial Data exhibit provides information regarding the performance of the portfolio captured by the analysis, the Company does not consider that information to be a key operating performance measure for the Company.

Factors That May Influence Our Operating Results, page 38

Rental Revenue, page 39

2.

 In future periodic filings, please disclose if any office leases that you renewed during the period were renewed at, below, or above the prior rent.

Response: In response to the Staff’s comment, in future periodic filings, the Company will provide a comparison of renewal rates under office leases executed over the most recently completed quarter to the expiring rates under those renewed leases. By way of example, the Company would anticipate including disclosure as follows:

“During the three months ended December 31, 2012, the Company renewed six office leases encompassing approximately 109,994 rentable square feet. The weighted average initial stabilized cash rents for those renewed leases were 53.4% above the expiring cash rents for the same space and the weighted average initial straight-line rents on those renewed leases were 51.3% above the expiring straight-line rents for the same space.”

Critical Accounting Policies, page 40

Investment in Real Estate Properties, page 40

2

3.

 It appears that you capitalized certain internal costs to your Investment in Real Estate Properties.   In future filings, to the extent material, please quantify and disclose personnel costs capitalized for all periods presented and discuss fluctuations in capitalized personnel costs for all periods presented within your MD&A.

Response:  In response to the Staff’s comment, in future filings, to the extent material, the Company will quantify and disclose personnel costs capitalized for all periods presented and discuss fluctuations in capitalized personnel costs for all periods presented within the Company’s MD&A. By way of example, the Company would anticipate including disclosure as follows:

“Capitalized personnel costs for the three months ended March 31, 2013 and 2012 were approximately $XX million and $XX million, respectively. The increase in personnel costs capitalized was due to increased development and leasing activity during the first three months of 2013 as compared to the first three months of 2012.”

Results of Operations, page 42

Comparison of the year ended December 31, 2012 to the year ended December 31, 2011, page 42

4.

 We note you have multiple factors that impact your results of operations for several line items.  For example, we note that Media & Entertainment Rental Revenue increased due to higher rents and occupancy.  In future filings, please separately quantify the impact from each factor.

Response:  In response to the Staff’s comment, in future filings, to the extent line items reflected in the Company’s results of operations are impacted by multiple factors, the Company will modify its presentation to separately quantify the impact from each factor.

Financial Statements

Consolidated Statements of Operations, page F-5

5.

 Please tell us how you determined it was appropriate to present Dividend declared per common share on the face of the income statement.  Please refer to paragraph 5 of ASC 260-10-45.

Response:  The Company respectfully acknowledges that under paragraph 5 of ASC 260-10-45 it should not present Dividend declared per common share on the face of the income statement included in the Company’s 10-K. In response to the Staff’s comment, in future filings of the Company’s 10-K, the Company will not present Dividend declared per share on the face of the income statement. However, the Company will continue to disclose the amount of dividends declared to its common shareholders on the face of the income statement included in its interim financial statements on Form 10-Q in accordance with ASC 270-10-S99(b)(2).

Notes to Consolidated Financial Statements, page F-10

2.  Summary of Significant Accounting Policies, page F-10

3

Revenue Recognition, page F-12

6.

 On page 27, you disclose that GSA and Saatchi & Saatchi North America, Inc. may terminate their lease prior to expiration.  Please tell us how you considered this termination option in your calculation of rental revenue on a straight-line basis.  Please refer to ASC 840-20.

Response:    As a matter of policy, straight-line rental revenue has been calculated through the estimated fixed non-cancelable lease term in accordance with Accounting Standards Codification 840 Leases (“ASC 840”). Historically, the Company’s estimate of the fixed non-cancelable lease term for leases with early termination provisions included the entire lease term, as the leases included economic disincentives associated with the exercise of early termination options, such as payment for unamortized concessions and similar monetary and practical disincentives. In response to the Staff’s comment, the Company reviewed its policy regarding the calculation of straight-line rental revenue under leases with early termination options. Upon further review, the Company noted its policy was applied broadly and did not fully take into account the magnitude of the economic and other disincentives in its determination of whether the continuation of the leases appeared reasonably assured at its inception (i.e., the likelihood of whether the respective tenant would exercise its early termination rights). However, the Company determined that approximately $0.2 million and $0.1 million of additional straight-line rental income had been recognized cumulatively as of December 31, 2012 and during 2012, respectively, as a result of the broad application of the noted policy. The additional straight-line rental income recognized cumulatively and during 2012 is insignificant (i.e., approximately 0.1% of 2012’s revenues of $166 million). The Company will continue to ensure the appropriate application of the noted policy with respect to its determination of the fixed non-cancelable lease term for leases with early termination options on a lease-by-lease basis.

10. Equity, page F-22

Stock-Based Compensation, page F-25

Hudson Pacific Properties, Inc. 2012 Outperformance Program, page F-26

7.

 Please tell us how you complied with ASC 718-10-50, or tell us how you determined it was not necessary to disclose the method of estimating the fair value of the 2012 Outperformance Program.

Response:  In response to the Staff’s comment, in future filings, the Company will disclose the method of estimating the fair value of the 2012 Outperformance Program. By way of example, the Company would anticipate including disclosure, as follows:

“The 2012 Outperformance Program was valued, in accordance with ASC 718 “Compensation-Stock Compensation,” at an aggregate of approximately $3.49 million utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The Monte Carlo simulation used a statistical formula underlying the Black-Scholes and binomial formulas and such simulation was run 100,000 times. For each simulation, the payoff is calculated at the settlement dates, which is then discounted to the award date at a risk-free interest rate. The average of the values over all simulations is the expected value of the unit on the award date. Assumptions used in the valuations included (1) factors associated with the

4

underlying performance of the Company’s stock price and total shareholder return over the term of the performance awards including total stock return volatility and risk-free interest and (2) factors associated with the relative performance of the Company’s stock price and total shareholder return when compared to the SNL Equity REIT Index. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium. The fair value of the 2012 OPP Units is based on the sum of: (1) the present value of the expected payoff to the OPP Award on the measurement dates, if the TSR over the applicable measurement period exceeds performance hurdles of the absolute and the relative TSR components; and (2) the present value of the distributions payable on the 2012 OPP Units. The ultimate reward realized on account of the OPP Award by the holders of the 2012 OPP Units is contingent on the TSR achieved on the measurement dates, both in absolute terms and relative to the TSR of the SNL Equity REIT Index. The per unit fair value of each 2012 OPP Unit was estimated on the date of grant using the following assumptions in the Monte Carlo valuation: expected price volatility for the Company and the SNL Equity REIT index of 36% and 35%, respectively; a risk-free rate of 0.40%; and total dividend payments over the measurement period of $1.62 per share.”

* * * *

I have attached hereto a written statement from the Company acknowledging that the Company and its management are responsible for the accuracy and adequacy of the disclosures they have made.  Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.

Very truly yours,

Julian T.H. Kleindorfer

of LATHAM & WATKINS LLP

Enclosures

cc:     Victor J. Coleman, Hudson Pacific Properties, Inc.

Mark T. Lammas, Hudson Pacific Properties, Inc.

Harout Diramerian, Hudson Pacific Properties, Inc.

Kay L. Tidwell, Hudson Pacific Properties, Inc.

5

July 26, 2013

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3010

100 F Street, N.E.

Washington, D.C. 20549

Attention:      Kevin Woody, Branch Chief

Jennifer Monick, Senior Staff Accountant

Re:

 Hudson Pacific Properties, Inc.

Form 10-K for year ended December 31, 2012

File No. 001-34789

Ladies and Gentlemen:

Hudson Pacific Properties, Inc. (the “Company”) hereby acknowledges that, with respect to the Company’s response letter (appended hereto) addressing comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 10-K for the year ended December 31, 2012:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions concerning these instructions, please contact the undersigned.

Sincerely,

/s/ Mark T. Lammas

Mark T. Lammas

Chief Financial Officer

6

June 25 , 2013

Via U.S. M ail
Mr. Mark T . Lammas
Chief Financial Officer
Hudson Pacific Properties , Inc.
11601 Wilshire Blvd .
Suite 1600
Los Angeles, CA 90025

Re: Hudson Pacific Properties , Inc.
 Form 10-K for year ended December 31, 201 2
Filed on March 14, 2013
File No. 001-34789

Dear Mr. Lammas :

We have reviewed your filing an d have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document.  In some of our comments, we may ask you to
provide us with information so we may better underst and your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 36

General

1. You disclose same store NOI in your Supplemental Operating and Financial Data  exhibit
to your Form 8 -K filed March 6, 2013.  Please tell us if you consider same store NOI to
be key operating performance measure.  To the extent you believe it is a key opera ting
performance measure, in future periodic filings, please disclose this measure wi thin your
MD&A and discuss any period over period changes in this measure.  Further, your
disclosure should clearly define how you determined the same store pool.

Mr. Mark T. Lammas
Hudson Pacific Properties, Inc.
 June 25 , 2013
 Page 2

 Factors That May Influence Our Operating Results, page 38

Rental Revenue, page 39

2. In future  periodic filings, please disclose if any office leases that you renewed during the
period were renewed at, below, or above the prior rent.

Critical Accounting Policies, page 40

Investment in Real Estate Properties, page 40

3. It appears that you capitalize d certain internal costs to your Investment in Real Estate
Properties.  In future filings, to the extent material, please quantify and disclose personnel
costs capitalized for all periods presented and discuss fluctuations in ca pitalized
personnel costs for all periods presented within your MD&A.

Results of Operations, page 42

Comparison of the year ended December 31, 2012 to the year ended December 31, 2011, page
42

4. We note you have multiple factors that impact your results o f operations for several line
items.  For example, we note that Media & Entertainment Rental Revenue increased due
to higher rents and occupancy.  In future filings, please separately quantify the impact
from each factor.

Financial Statements

Consolid ated Statements of Operations, page F -5

5. Please tell us how you determined it was appropriate to present Dividend declared per
common share on the face of the income statement.  Please refer to paragraph 5 of ASC
260-10-45.

Notes to Consolidated Financi al Statements, page F -10

2. Summary of Significant Accounting Policies, page F -10

Revenue Recognition, page F -12

6. On page 27, you disclose that GSA and Saatchi &  Saatchi North America, Inc. may
terminate their lease prior to expiration.  Please tell us how you considered this
termination option in your calculation of rental revenue on a straight -line basis.  Please
refer to ASC 840 -20.

Mr. Mark T. Lammas
Hudson Pacific Properties, Inc.
 June 25 , 2013
 Page 3

 10. Equity, page F -22

Stock-Based Compensation, page F -25

Hudson Pacific Properties, Inc. 2012 Outperformance Program, page F -26

7. Please tell us how you complied with ASC 718 -10-50, or tell us how you determined it
was not necessary to disclose the method of estimating the fair va lue of the 2012
Outperformance Program.

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 the information the Securities Exchange Act of
1934 and all applicable Exc hange Act rules require.   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.

 In responding to our comments, pleas e provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commis sion from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Monick, Senior Staff Accountant, at 202 -551-3295  or the
undersigned at 202-551-3629 if you have questions.

Sincerely,

 /s/ Kevin Woody

Kevin Woody
Branch Chief

CORRESP
1
filename1.htm

Acceleration Request

 HUDSON PACIFIC PROPERTIES, INC.

11601 Wilshire Blvd., Suite 1600

 Los Angeles, California 90025

 July 20, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Tom Kluck, Legal Branch Chief

Sandra B. Hunter, Attorney-Advisor

 Re:

 Hudson Pacific Properties, Inc. Registration Statement on Form S-3, File No. 333-175326

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Hudson Pacific Properties, Inc. (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Thursday, July 21 at 10:00 a.m., Washington, D.C. time, or as soon thereafter as practicable, unless we or our outside
counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective at some other time. This letter revokes and supersedes the Company’s previous letter dated July 20, 2011.

The Company acknowledges that with respect to the above-referenced Registration Statement:

•

 should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve such company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 such company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 (signature on following page)

Very truly yours,

HUDSON PACIFIC PROPERTIES, INC.

By:

/s/ Mark T. Lammas

Name:

Mark T. Lammas

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

SEC Acceleration Request

 HUDSON PACIFIC PROPERTIES, INC.

11601 Wilshire Blvd., Suite 1600

 Los Angeles, California 90025

 July 20, 2011

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Tom Kluck, Legal Branch Chief

Sandra B. Hunter, Attorney-Advisor

 Re:

 Hudson Pacific Properties, Inc. Registration Statement on Form S-3, File No. 333-175326

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Hudson Pacific Properties, Inc. (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Thursday, July 20 at 10:00 a.m., Washington, D.C. time, or as soon thereafter as practicable, unless we or our outside
counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective at some other time.

 The Company acknowledges that with respect to the above-referenced Registration Statement:

•

 should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve such company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 such company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 (signature on following page)

Very truly yours,

HUDSON PACIFIC PROPERTIES, INC.

By:

/s/ Mark T. Lammas

Name:

Mark T. Lammas

Title:

Chief Financial Officer

July 14, 2011
 Via E-mail

Mark Lammas Chief Financial Officer Hudson Pacific Properties, Inc. 11601 Wilshire Blvd., Suite 1600 Los Angeles, California 90025
 Re: Hudson Pacific Properties, Inc.
  Registration Statement on Form S-3   Filed July 1, 2011   File No. 333-175326

Dear Mr. Lammas:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment.  Please respond to this lette r by amending your registration statement and
providing the requested information.  Where you do not believe our comment applies to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why in
your response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment,  we may have additional comments.
General

 1. Please amend your registration statement to provide the undertakings required by Item
512(a)(5) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Mark Lammas Hudson Pacific Properties, Inc. July 14, 2011 Page 2

 the action of the Commission or the staff, 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 a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Sandra B. Hunter, Attorney-A dvisor, at (202) 551-3758 or me at (202)
551-3233 with any questions.

 Sincerely,   /s/ Tom Kluck           T o m  K l u c k          L e g a l  B r a n c h  C h i e f   cc: Kay Tidwell  General Counsel  Hudson Pacific Properties, Inc.  Via E-mail

CORRESP
1
filename1.htm

Correspondence Letter

355 South Grand Avenue

Los Angeles, California 90071-1560

Tel: +1.213.485.1234  Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Moscow

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Boston

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Brussels

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July 15, 2011

Chicago

Paris

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Dubai

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Frankfurt

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VIA EDGAR AND OVERNIGHT COURIER

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London

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Madrid

Washington, D.C.

Washington, D.C. 20549

Milan

Attention:

Tom Kluck, Legal Branch Chief

Sandra B. Hunter, Attorney-Advisor

Re:

Hudson Pacific Properties, Inc.

Registration Statement on Form S-3

File No. 333-175326

 Ladies and Gentlemen:

 On behalf of Hudson Pacific Properties, Inc. (the “Company”), we have electronically transmitted for filing under separate cover, pursuant to Regulation S-T, Amendment No. 1
(the “Amendment”) to the Company’s above-referenced Registration Statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 1,
2011 (the “Registration Statement”). For your convenience, we have enclosed a courtesy package that includes five copies of the Amendment, three of which have been marked to show changes from the initial filing of the
Registration Statement on July 1, 2011.

 This letter responds to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Commission, received by electronic mail on July 14, 2011 (the “Comment Letter”), with respect to the Registration Statement, and the
Amendment has been revised to reflect the Company’s responses to the Comment Letter. For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto. All page numbers and
captions in the responses below refer to the Amendment, except as otherwise noted below.

 General

1.
Please amend your registration statement to provide the undertakings required by Item 512(a)(5) of Regulation S-K.

Response: The Company has revised Item 17 of Part II of the Registration Statement in response to the Staff’s comment.

 * * * *

 July 15, 2011

 Page 2

 Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at
(213) 891-8763 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Julian T.H. Kleindorfer

 Julian T.H. Kleindorfer

 of
LATHAM & WATKINS LLP

 Enclosures

cc:
Mark T. Lammas, Hudson Pacific Properties, Inc.

 Kay L. Tidwell, Hudson Pacific Properties, Inc.

 2

CORRESP
1
filename1.htm

Acceleration Request

 HUDSON PACIFIC PROPERTIES, INC.

11601 Wilshire Blvd., Suite 1600

Los Angeles, California 90025

June 21, 2010

 VIA
EDGAR AND FACSIMILE

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
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:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Hudson Pacific Properties, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Wednesday, June 23, 2010 at 4:00 p.m., Washington,
D.C. time, or as soon thereafter as practicable, unless we or our outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective at some other time.

The Company acknowledges the following:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, 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 proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

Very truly yours,

HUDSON PACIFIC PROPERTIES, INC.

By:

 /s/ Victor J. Coleman

Name:

Victor J. Coleman

Title:

Chief Executive Officer

 June 21, 2010

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Hudson Pacific Properties, Inc.

Registration Statement on Form S-11 (File No. 333-164916)

Ladies and Gentlemen:

 As
underwriters of the Company’s proposed public offering of up to 14,730,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m.
(NYT) on June 23, 2010, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated June 14, 2010, through the date hereof:

Preliminary Prospectus dated June 14, 2010:

7,333 copies to prospective Underwriters, institutional investors, dealers and others

We were advised on June 21, 2010, by the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. that it
has reviewed the above-captioned proposed offering and that it has determined to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering.

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

 [signature page follows]

 Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

BARCLAYS CAPITAL INC.

 MORGAN STANLEY &
CO. INCORPORATED

 As Representatives of the several Underwriters

By:

 BARCLAYS CAPITAL INC.

By:

/s/ Victoria Hale

 Victoria Hale

 Vice
President

June 18, 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. 6 to Registrati on Statement on Form S-11
Filed June 17, 2010
  File No. 333-164916

Dear Mr. Coleman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Our Properties, page 7
1. We note your response to comment 3 of our letter dated June 16, 2010.  Please revise
your disclosure preceding the tables on pages 7 and 97 to include a sentence clarifying
that the data presented in the table is ba sed on the leases in place as of March 31, 2010
and does not reflect historical  rental amounts except with  respect to the media and
entertainment properties.  With respect to th e media and entertainment properties, please
clarify, if true, that the annual rent for these properties reflects actual rent for the 12 months ended March 31, 2010 because these pr operties are not subject to long-term
leases and that all leases for these properti es expire in 2010 or 2011.  In addition, please
revise the heading of the last  column to state, as it had previously, “Annualized Net
Effective Rent Per Leased Square Foot” or otherwise explain how your change clarifies
the calculation.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 18, 2010 Page 2

2. We note footnotes (3) and (5) on pages 8 and 98.  Please revise the data in the tables on
pages 7 and 97 to reflect scheduled lease expirations and present such data without converting to gross by adding expense reimbursements to base rent or otherwise grossing-up leases.  Please revise to make  similar disclosures throughout your prospectus,
including footnote (8) on page 8 and the Bu siness and Properties section beginning on
page 92.  To the extent you continue to refe r to “non-gross leases,”  please briefly explain
what you mean by the term.
3. We note footnote (8) on pages 8 and 98.  Please revise the tabl e within this footnote to
reflect to actual annualized rent under the uncommenced leases net of abatements and, as appropriate, reflect the annualiz ed rent without accounting for such abatements in a
footnote to such table.
Description of Our Media and En tertainment Properties, page 115

4. Refer to footnotes (2) and (3) to the tables  on pages 116 and 119 that reflect percentage
leased, annual rent per square  foot and annual net effective rent per lease square foot.
The footnotes indicate that the information presented in the percent leased and annual rent per leased square foot columns is as of a three or 12-month period.  However, the information presented on pages 116 and 119 as  of the three-month period ended March
31, 2010 appears to correspond to the informati on presented as of the 12-month period
ended March 31, 2010 on pages 7 and 97.  Please revise or advise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
ƒ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

ƒ the action of the Commission or the staff, 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

Victor J. Coleman
Hudson Pacific Properties, Inc. June 18, 2010 Page 3

ƒ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Yolanda Cr ittendon, Staff Accountant, at (202) 551-3472, or Cicely
LaMothe, Accounting Branch Chief, at ( 202) 551-3413, if you have questions regarding
comments on the financial statements and related ma tters.  With respect to questions relating to
our comment regarding the Invest ment Company Act, please contact Rochelle Plesset in the
Division of Investment Manageme nt at (202) 551-6840.  Please c ontact Erin Martin, Attorney-
Advisor, at (202) 551-3391 or me at (202) 551-3401 with any other questions.

     S i n c e r e l y ,

Jennifer Gowetski Senior Counsel
 cc: Julian T.H. Kleindorfer, Esq.      Bradley A. Helms, Esq.      Latham & Watkins, LLP
     Via facsimile (213) 891-8763

June 16, 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. 4 to Registrati on Statement on Form S-11
Filed June 11, 2010 Amendment No. 5 to Registrati on Statement on Form S-11
Filed June 14, 2010
  File No. 333-164916

Dear Mr. Coleman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
Cover Page of Prospectus

1. Please note that only the names of the lead or managing underwriters should appear on the cover page.  Please revise accordingl y and confirm that you will not include the
names of the underwriters in the syndicate on th e cover page in the final prospectus that
you distribute to investors.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 16, 2010 Page 2

Our Competitive Strengths, page 3

2. We note your statement on page 3 that your se nior management will own approximately
3.9% of your common stock on a fully diluted basis and the statement on page 5 that the Farallon Funds will own an approximate 37.7% beneficial interest in your company on a fully diluted basis.  These percentages do not appear to correspond exactly with the percentages included in your ownership char t on page 15.  Please revise or advise.
Our Properties, page 7
3. We have read and considered your response to comment 2 in our letter dated June 9,
2010.  It is unclear how you calculated the annuali zed net effective rent per leased square
foot for the 875 Howard Street uncommenced leases as well as the annualized net
effective rent for the Technicolor Building and Tierrasanta.  Given that net effective rent
usually takes into considerat ion free rent periods and abat ements, it would appear that
annualized rent per leased square foot should be greater than the a nnualized net effective
rent per leased square  foot.  Please advise.
Formation Transactions, page 9
4. We note that, pursuant to se parate contribution agreemen ts, your operating partnership
will acquire a 100% ownership inte rest in the initial properties in exchange for shares of
common stock, common units, series A prefe rred units and cash.  Please revise your
disclosure on page 9 to pr ovide the aggregate amount of (i) common stock, (ii) common
units, (iii) series A preferred units and (iv) cash.
Distribution Policy, page 52
5. We note the revisions made to address commen t 4 in our letter dated June 9, 2010.  Since
your disclosure now represents the actu al contractual oblig ations for tenant
improvements, we are unclear why you have cont inued to include a ta bular disclosure of
the average tenant improvement costs and l easing commissions in your footnote as this
information does not support the amounts incl uded in your distribution table.  Please
revise.
6. We have read and considered your response to comment 7 in our letter dated June 9,
2010.  We note on page 51 that you have indicat ed that management has executed a term
sheet with the current lenders to extend th e maturity under this loan through March 14,
2011.  Please revise your disclosure to state, if true, that management executed a loan
agreement with the lender extending the maturity date of the loan.
7. Further to our comment above, at a minimum footnote disclosure or expanded disclosure to the preamble of your distribut ion table should be made to discuss the maturity date of
the loan and the company’s executed agreement to extend the maturity.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 16, 2010 Page 3

Dilution, page 57
8. Refer to footnote (1).  Please disclose the number of shares of the company’s common stock that will be held by th e continuing investors in the H udson Pacific Predecessor that
was used in calculating net tangible book value.
Hudson Pacific Properties, Inc.
Notes to Pro Forma Consolidated Financial Statements
Adjustment E, page F-9
9. As previously requested in our lette rs dated April 9, 2010, and May 12, 2010, please
disclose the estimated number of shares used to calculate gross proceeds.  Similarly, expand note (II) to present a reconciliati on demonstrating how you determined the
number of pro forma weighted average shares outstanding.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
ƒ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

ƒ the action of the Commission or the staff, 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

ƒ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those requesti ng acceleration are aware of their respective responsibilities under

Victor J. Coleman
Hudson Pacific Properties, Inc. June 16, 2010 Page 4

the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Yolanda Cr ittendon, Staff Accountant, at (202) 551-3472, or Cicely
LaMothe, Accounting Branch Chief, at ( 202) 551-3413, if you have questions regarding
comments on the financial statements and related ma tters.  With respect to questions relating to
our comment regarding the Invest ment Company Act, please contact Rochelle Plesset in the
Division of Investment Manageme nt at (202) 551-6840.  Please c ontact Erin Martin, Attorney-
Advisor, at (202) 551-3391 or me at (202) 551-3401 with any other questions.

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

June 9, 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. 3 to Registrati on Statement on Form S-11
Filed June 3, 2010
  File No. 333-164916

Dear Mr. Coleman:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
General

1. We note that you have included industry data relating to television networks,
programming and new media, which you obtained from Kagan Media Appraisals.  Please provide us with copies the re levant portions of any study, re port or book that you cite or
on which you rely.  Please mark the materials to specifically identify the portions that support your disclosure.
Our Properties, page 7

2. Please also disclose the annualized net effective rent per leased square foot for the uncommenced leases of 875 Howard Street  in the tabular presentation on page 8.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 9, 2010 Page 2

Distribution Policy, page 52

3. Refer to footnote 2 on page 54.  Tell us how you calculated the straight line rent
adjustment of $1,831 for the office properties and why it has significantly changed from
the amounts reported in your last amendment.
4. Reference is made to footnote 6.  Given that you have only included increases in
contractual rental income from new leases  and renewals signed  through March 31, 2010,
please tell us what consider ation was given to similarly revising your estimated provision
for tenant improvement costs and leasing commissions to include only those costs for
which you have commitments, including those related to these new or renewed leases
entered into through March 31, 2010.
5. Refer to footnote 8 on page 55.  Please revise your disclosure to specifi cally state, if true,
that the contribution made by the Farall on Funds relating to the funding of the
outstanding tenant improvement costs under th e Technicolor lease is pursuant to the
contribution agreement.
6. We have read and considered your respons e to comment 3 in our letter dated May 28,
2010.  Please expand your disclosure in footnote 9 to indicate, if true, that the company
does not expect to make any material cap ital expenditures for recurring building
improvements for the Technicolor Building.
7. We have read and considered your respons e to comment 4 in our letter dated May 28,
2010  and continue to have the position that the mortgage payments scheduled to be due
within the 12-month period ending March 31, 2011 should be included within your
calculation of estimated cash available for distribution.  Although you have executed a
term sheet with the lender to state that you plan to extend th e maturity date of the loan,
such a letter is usually non-binding. As such, your expectation of extension would not
provide a factually supportable basis to excl ude the loan payments.  Please advise or
revise accordingly.
Pro Forma Consolidated Financial Statements, page F-1
Note 1 - Adjustments to the Pro Forma Combined Balance Sheet, page F-7
8. We have read and considered your respons e to comment 14 in our letter dated May 28,
2010.  We note that the total value of the se ries A preferred operating partnership units
issued is based on the value of the indirect  partnership interest s being acquired.  To
enhance the transparency of your disclosure, expand this footnote to discuss how the
value of the indirect pa rtnership interest being acquired was determined.

Victor J. Coleman
Hudson Pacific Properties, Inc.
June 9, 2010 Page 3

Exhibit 8.1 – Draft Tax Opinion

9.  We note your response to comment 17 in our  letter dated May 28, 2010.  Please refer to
the second to last paragraph of the draft tax opinion, specifically the statement that: “This
opinion may not be relied upon you for any other purpose . . . provided that this opinion
may be relied upon by persons entitled to rely on it pursuant to app licable provisions of
federal securities laws and persons purcha sing securities pursuant to the Registration
Statement.”  Please note that it is inappropr iate to place limitations on who may rely on
the opinion and the manner in which reliance may be made.  Please  have counsel revise
accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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 event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
ƒ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

ƒ the action of the Commission or the staff, 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

ƒ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Victor J. Coleman
Hudson Pacific Properties, Inc. June 9, 2010 Page 4

You may contact Yolanda Cr ittendon, Staff Accountant, at (202) 551-3472, or Cicely
LaMothe, Accounting Branch Chief, at ( 202) 551-3413, if you have questions regarding
comments on the financial statements and related ma tters.  With respect to questions relating to
our comment regarding the Invest ment Company Act, please contact Rochelle Plesset in the
Division of Investment Manageme nt at (202) 551-6840.  Please c ontact Erin Martin, Attorney-
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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010

May 28, 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. 2 to Registrati on Statement on Form S-11
Filed May 12, 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.

Prospectus Summary, page 1

 Summary Risk Factors, page 5

 1. Please include a statement in regards to the following:
ƒ that in certain instances the amount of consideration that you will pay to
acquire properties in the formation transactions was not negotiated at
arm’s length;

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 2

ƒ that you may be required to borrow f unds to make distribution payments;
and

ƒ that investors will experience substan tial dilution after the completion of
the offering and the formation transactions.

Our Properties, page 7

2. We have considered your response to comment 4 in our letter dated May 3, 2010
relating to the disclosure of the total amount of cash rents expected from the
initial portfolio taking into  account the abatements a nd rent expirations in a
tabular presentation.  We continue to be lieve that the requested disclosure is
important to investors.  Furthermore, we  note that the requested disclosure would
better track the disclosure required by Item  15(e) of Form S-11.  We reiterate our
request that the disclosure  be provided.  Please note that this comment also
applies to the table presented on page  94 under the subheading, “Our Initial
Portfolio.”
 Distribution Policy, page 50

 3. We have read and considered your respons e to comment 9 in our letter dated May
3, 2010.    We note that you continue to be lieve it is not appr opriate to include
tenant improvement costs and lease co mmissions and/or capital expenditures
related to the Technicolor Building.  Please note that a ny material expected uses
of cash flows from investing and financ ing activities, as well as operating, are
required to be estimated for the period e nded and included in your disclosure to
determine estimated cash available for distribution.  Please amend accordingly.
 4. We have read your response to comment  10 in our letter dated May 3, 2010 and
note that you do not anticipate having any scheduled loan repayments or outflows
during the 12 month period ending Ma rch 31, 2011.  Refer to the tabular
presentation on page 76.  An expecta tion of extension w ould not provide a
sufficient basis for the exclusion of significant financing activities.  Please explain why you did not include in the determina tion of estimated cash available for
distribution the principal payments on your mortgage loans that are schedule to be
due within the 12 month period endi ng March 31, 2011.  You may consider
providing a gross presentation showing th e estimated outflow of the scheduled
loan repayments offset by an inflow to  the extent it is a factually supportable
source.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 3

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 59

Comparison of the three months ended Marc h 31, 2010 to the three months ended March
31, 2009, page 67

5. Please expand your disclosure to fully e xplain the changes from period to period.
For example, please clarify why there was an increase in rental revenues from your Sunset Bronson and City Plaza propertie s and a decrease in rental revenues
from your Sunset Gower property.  Furthe rmore, please explain why there were
lower operating expenses at your City Plaza property.
 Secured Revolving Credit Facility, page 75

 6. We note your disclosure that under your  secured revolving credit facility, your
ability to make distributions  in certain circumstances will be prohibited.  Please
revise your risk factor on page 43 titled  “We may be unable to make distributions
at expected levels,” to clarify this fact or advise.

Our Initial Portfolio, page 94

Description of Our Offi ce Properties, page 98
 Technicolor Building, Holly wood, California, page 106

 7. We have read and considered your res ponse to comment 13 in our letter dated
May 3, 2010.  Please tell us the level of significance of this property.

Description of Our Media and En tertainment Properties, page 112

Sunset Brown Lot A, page 117

8. Outline briefly any proposed development including the estimated cost and method of financing to be used.  If th ere are no present plans for development,
please disclose this in the prospectus.  Also revise your summary as necessary.
See Item 14(d) of Form S-11.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 4

Management, page 122
 Arden Realty, Inc., page 126

 9. With respect to your presentation of Arden Realty’s total return to stockholders,
please confirm to us that Messrs. Coleman and Stern remained management members of Arden Realty until May 2006, when  its sale to GE Real Estate was
consummated.

Policies with Respect to Ce rtain Activities, page 148

10. Please tell us how you have comp lied with Item 25 of Form S-11.
 Securities of Interests in Persons Primarily Engaged in Real Estate Activities and Other
Issuers, page 149
 11. Please indicate the types of s ecurities or interest in pers ons that the registrant may
invest.  See Instruction 1 to Item 13(c) and Instruction 1 to Item 13(d) of Form S-11.  For those issuers that are not engaged in  real estate activit ies, please indicate
the industry groups in which the registrant  may invest and the percentage of its
assets which it may invest in each industr y group.  See Instruc tion 1 to Item 13(d)
of Form S-11.  For those persons primarily  engaged in real estate activities that
the registrant may invest, please indicat e such persons’ prim ary activities and
investment policies.  See Instruction 2 to  Item 13(c) of Form S-11.  In addition,
please state the criteria to be followed in the purchase of such securities and interests.  See Instruction 3 to Item 13(c ) and Instruction 2 to Item 13(d) of Form
S-11.
 Structure and Formation of Our Company, page 153

 12. Please include disclosure as to how the prope rties or interests to be acquired were
valued.  Also discuss how the valuations relate to the consideration to be paid by the registrant for the properties or interests.
Pro Forma Consolidated Financial Statements, page F-1

 Note 1 - Adjustments to the Pro Forma Combined Balance Sheet, page F-7

 13. We have read and considered your res ponse to comments 19 - 20 in our letter
dated May 3, 2010 as well as the corr espondence letters dated May 6, 2010 and
May 20, 2010.  We do not object to the conclusions reached and the proposed accounting treatment identified in Altern ative B within the letter dated May 20,
2010. Please modify your disclosures acco rdingly to reflect your revised
accounting treatment.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 5

 14. We have read and considered your res ponse to comment 21 in our letter dated
May 3, 2010.  As previously requested, please disclose
 in footnote of Adjustment
(D) on page F-8 the per share value assigned to the preferred operating partnership units being issu ed to the non-predecessor en tities and how such value
was determined.
15. We have read and considered your res ponse to comment 22 in our letter dated
May 3, 2010.  Refer to Adjustment (D) and (H) on pages F-8 and F-10, respectively.  We note that the F unds affiliated with Farallon Capital
Management, LLC and Hudson Capital LLC negotiated at arms’ length to
determine that the management agreemen ts acquired from Hudson Capital LLC.
Please advise us how the value of these agreements, both initially and for purposes of subsequent impairment testing, were determined in accordance with FASB ASC 805-20-30-6 a nd FASB ASC 820-10.
 Part II – Information Not Required in Prospectus, page II-1

 Item 33. Recent Sale of Unregistered Securities, page II-1

 16. We note your disclosure that for the offer a nd sale of securities in connection with
the formation transactions and the sepa rate private placement, you are relying
upon the exemption provided by Regulation D of the Securities Act.  Please disclose the specific rule under Regul ation D upon which you are relying.  See
Item 701(d) of Regulation S-K.

Exhibit 8.1 – Draft Tax Opinion

17.  We note your response to comment 51 in our letter dated March 19, 2010.  Please
refer to the second to last paragraph of the draft tax opinion, specifically the statement that: “This opinion is rendered onl y to you and is solely for your benefit
in connection with the tran saction described above.  This opinion may not be
relied upon you for any other purpose . . . .”  Please note that it is inappropriate to
place limitations on who may rely on the opinion and have counsel revise accordingly.
* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with 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.

Victor J. Coleman
Hudson Pacific Properties, Inc.
May 28, 2010
Page 6

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, acting 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.
  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.

Victor J. Coleman
Hudson Pacific Properties, Inc. May 28, 2010
Page 7

You may contact Yolanda Crittendon, Staff 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

CORRESP
1
filename1.htm

SEC Letter

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 May 20, 2010

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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

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

CORRESP
1
filename1.htm

SEC Response Letter

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VIA EDGAR, FACSIMILE AND OVERNIGHT COURIER

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Corporate Finance

 Mail Stop 3010

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 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,” the
“REIT” or “Hudson”), we are submitting this letter in response to comments #19 and #20 in the May 3, 2010 letter from the staff (the “Staff”) of the Securities and Exchange
Commission relating to the Company’s Registration Statement on Form S-11, which was initially filed with the Securities and Exchange Commission on February 16, 2010 (the “Registration Statement”).

The Company anticipates filing a new amendment to the Registration Statement shortly, which amendment would be accompanied by a response
to the remainder of the Staff’s latest comments. However, because comments #19 and #20 relate to a discrete issue that may affect

the accounting presentation in the amended Registration Statement, we are submitting this response ahead of the amendment to facilitate the Staff’s analysis and, if necessary and with the
Staff’s consent, to provide a basis for additional conversations among the Staff, the Company and its advisers.

 For ease
of review, we have set forth below the full text of comments #19 and #20, followed by our response.

 Note 1—Adjustments to the Pro
Forma Combined Balance Sheet, page F-6-lp6

 Adjustment (A), page F-6

19.
In your response you place considerable weight 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 would vote in concert.
Further, we note the Predecessor will not have voting control 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 the company was formed specifically to continue
the business of the Predecessor and facilitate a public offering. Tell us what factors were considered in determining 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.

 Based on inquiries
and ongoing discussions with the Staff, we have revised our analysis as to the identification of the accounting acquirer for purposes of applying FASB ASC 805-10, Business Combinations. Our analysis below supercedes our previous analyses with
respect to this topic.

 Predecessor Entities

As discussed in the Registration Statement, the Company’s Predecessor includes SGS Realty II, LLC, HFOP City Plaza, LLC and Sunset
Bronson Entertainment Properties, LLC. These entities, in turn, own our Predecessor’s assets—Sunset Gower Studios, Technicolor Building, Sunset Bronson Studios, and City Plaza. Each of these Predecessor entities is controlled and
predominately owned (between 98.4% and 99.1%) by the Farallon Funds. The Farallon Funds’ control of each of the asset owning entities is through their respective LLC Agreements in accordance with Accounting Standards Codification
Section 810-20-25 (EITF 04-5), and the Farallon Funds would consolidate each of the entities under GAAP. The Farallon Funds’ control of the entities is based on Farallon’s unilateral right to remove and replace Hudson Capital, LLC as
the administrative member and asset manager of each of the asset owning entities. Farallon Partners, L.L.C. is the controlling general partner in each of the Farallon Funds and would otherwise consolidate the Farallon Funds under GAAP.

 2

 Further, each of the Predecessor entities is also minority owned (between 1.6% and 0.9%) 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 as the Predecessor entity. An organization chart of the Predecessor is
appended to this letter.

 The REIT and other Non-Predecessor Entities

With the direction and approval of Farallon Partners, L.L.C., the Predecessor’s management (more specifically, Victor Coleman)
formed the REIT and the Operating Partnership for the sole purpose of effecting the formation transactions, the initial public offering and the concurrent private placement. Prior to the formation transactions, offering and the concurrent private
placement, the REIT has only $1,000 in assets and $1,000 in equity. Again with the direction and approval of Farallon Partners, L.L.C. through the Farallon Funds, the Predecessor’s management team (Hudson Capital, LLC) is the one that has been
and will be throughout the remaining registration process, sponsoring the registration process and running the operations that will be acquired by the REIT, including (1) negotiating and arranging new debt to refinance the existing mortgage
loans and (2) identifying potential acquisition targets, which include the non-Predecessor entities (the Del Amo Fashion Center Operating Company, LLC; Howard Street Associates, LLC; GLB Encino, LLC; Glenborough Tierrasanta, LLC; and Hudson
Capital, LLC). The Predecessor assets comprise approximately 68.6% of the pre-IPO gross asset value, net of indebtedness, while the non-Predecessor assets comprise the remaining 31.4% of the pre-IPO gross asset value, net of indebtedness. As shown
in the table on the organizational chart appended to this letter, 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 provided
to the Farallon Funds in the Howard Street Associates, LLC agreement.

 As it relates to the four remaining non-predecessor
entities – the Del Amo Fashion Center Operating Company, LLC, GLB Encino, LLC, Glenborough Tierrasanta, LLC and Hudson Capital, LLC – the current owners represent approximately 27.3% of pre-IPO gross asset value, net of indebtedness, and
will receive approximately 5.9% 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. Finally, none of these four non-predecessor entities
are under the control of the Farallon Funds or Farallon Capital, L.L.C.

 Summary of the Formation Transactions

The various ownership interests of the Predecessor and non-Predecessor assets have all consented to the inclusion of their ownership
interests in the formation transactions, which will occur immediately prior to or substantially concurrently with the initial public offering and the concurrent private placement. The REIT will pay cash, issue shares of its common stock and units in
the Operating Partnership as well as assume debt to acquire the Predecessor and non-Predecessor entities. The REIT also will issue shares of its common stock for cash as part of

 3

the planned initial public offering and concurrent private placement. The cash will be used primarily to repay certain Predecessor and non-Predecessor debt, as well as buy-out the ownership
interests in Del Amo Fashion Center Operating Company, LLC and a part of the ownership interests in the GLB Encino, LLC/GlenboroughTierrasanta, LLC assets.

Upon completion of the formation transactions, the REIT shareholders will have a controlling financial interest in the REIT and the Operating
Partnership. The Operating Partnership, in turn, will own all the assets of the Company. However, 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 41.3% on a fully-diluted basis, which consists of a 34.6% 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 offering 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.

Summary Table of Pre- and Post- IPO Transaction

The estimated fair value of the assets and equity of each of the Predecessor and non-Predecessor entities are summarized as follows:

Entities/Assets

Number
of Assets

Estimated Gross
Asset Values

Estimated Pre-
IPO Gross Asset
Values Net of
Indebtedness($’s)

Estimated Pre-
IPO Gross Asset
Values Net of
Indebtedness(%’s)

Estimated
Post-IPO
Equity
Ownership %

 Contributed Assets

 The Predecessor (A)

3

$
302,630

$
150,630

68.6
%

34.6
%

 Del Amo Fashion Center Operating Company, LLC (B)

1

27,500

27,500

12.5
%

1.1
%

 Howard Street Associates, LLC (C)

1

50,000

9,000

4.1
%

2.1
%

 Glenborough Tierrasanta, LLC / GLB Encino LLC (D)

2

80,820

23,520

10.7
%

3.8
%

 Hudson Capital, LLC (E)

9,000

9,000

4.1
%

2.1
%

 Total contributed assets

7

$
469,950

$
219,650

100.0
%

42.5
%

 REIT IPO/Private Placement

 Concurrent private placement (F)

4.6
%

 Planned IPO

52.9
%

 Total REIT equity raised

57.5
%

 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 Partners, L.L.C. and is controlled by the
Farallon Funds.

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

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

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

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

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

 4

 Conclusion

Based on our analysis of the guidance contained in 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 assets to that newly formed entity. In this situation, the Predecessor’s management (Hudson Capital, LLC) created the
REIT and the Operating Partnership with the approval and at the direction of Farallon Partners, L.L.C. for the purpose of contributing the Farallon Funds’ net assets in the Predecessor, as well as their net assets in the Howard Street
Associates, LLC, in exchange for equity in the REIT or Operating Partnership. As such, we believe that the acquirer for accounting purposes is the REIT since it is the surviving entity and that the combination of the Predecessor assets and Howard
Street Associates, LLC with the REIT are a business combination of entities under common control resulting in “carry-over” basis of those assets and liabilities.

As it relates to the four non-predecessor entities, which are not within the control of the Farallon Funds or Farallon Capital, L.L.C. ,
we believe the acquisitions of these entities as part of the formation transactions, would be business combinations in accordance with FASB ASC 805-10 since these non-predecessor entities will be acquired by the REIT from entities not under common
control. Therefore, the assets and liabilities of the Del Amo Fashion Center Operating Company, LLC; Howard Street Associates, LLC; GLB Encino, LLC; Glenborough Tierrasanta, LLC and Hudson Capital, LLC would be recorded at their respective fair
values upon acquisition in the formation transactions.

*            *
  *

 As noted above, resolution of comments #19 and #20 will have a significant impact on the
accounting presentation in Company’s next amendment to the Registration Statement. Accordingly, if the Staff has additional questions about the foregoing analysis or differing views as to the application of the relevant accounting literature,
we, the Company and its outside accounting advisers would appreciate an opportunity to discuss the matter with the Staff at the Staff’s earliest convenience.

Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments
regarding this correspondence.

 Very truly yours,

/s/ Julian T.H. Kleindorfer

Julian T.H. Kleindorfer

of LATHAM & WATKINS LLP

Enclosures

cc:
Victor J. Coleman, Hudson Pacific Properties, Inc.

Howard S. Stern, Hudson Pacific Properties, Inc.

Bradley A. Helms, Esq., Latham & Watkins LLP

David W. Bonser, Esq. Hogan & Hartson LLP

Samantha S. Gallagher, Esq. Hogan & Hartson LLP

 7

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