0000899243-16-010900.txt : 20160105 0000899243-16-010900.hdr.sgml : 20160105 20160105180354 ACCESSION NUMBER: 0000899243-16-010900 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160105 DATE AS OF CHANGE: 20160105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BREP VI.TE.2 HOLDCO A LLC CENTRAL INDEX KEY: 0001661630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324260 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BREP VI.TE.1 HOLDCO B LLC CENTRAL INDEX KEY: 0001661616 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324261 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BREP VI.TE.1 HOLDCO A LLC CENTRAL INDEX KEY: 0001661631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324262 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BREP VI HOLDCO A LLC CENTRAL INDEX KEY: 0001661634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324264 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BFREP VI SMD HOLDCO A LLC CENTRAL INDEX KEY: 0001661633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324266 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BRE HOLDINGS VI HOLDCO B LLC CENTRAL INDEX KEY: 0001661617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324267 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BRE HOLDINGS VI HOLDCO A LLC CENTRAL INDEX KEY: 0001661632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324268 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BREP VI.TE.2 HOLDCO B LLC CENTRAL INDEX KEY: 0001661615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324259 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BREP VI HOLDCO B LLC CENTRAL INDEX KEY: 0001661619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324263 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hudson Pacific Properties, Inc. CENTRAL INDEX KEY: 0001482512 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 271430478 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1600 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 445-5700 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1600 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPP BFREP VI SMD HOLDCO B LLC CENTRAL INDEX KEY: 0001661618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34789 FILM NUMBER: 161324265 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-12-31 0 0001482512 Hudson Pacific Properties, Inc. HPP 0001661632 HPP BRE HOLDINGS VI HOLDCO A LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661617 HPP BRE HOLDINGS VI HOLDCO B LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661633 HPP BFREP VI SMD HOLDCO A LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 0 0 1 0 0001661618 HPP BFREP VI SMD HOLDCO B LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661634 HPP BREP VI HOLDCO A LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661619 HPP BREP VI HOLDCO B LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661631 HPP BREP VI.TE.1 HOLDCO A LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661616 HPP BREP VI.TE.1 HOLDCO B LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661630 HPP BREP VI.TE.2 HOLDCO A LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001661615 HPP BREP VI.TE.2 HOLDCO B LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 1913567 I See Footnotes Common Stock 669716 I See Footnotes Common Stock 1720620 I See Footnotes Common Stock 470476 I See Footnotes Common Stock 192760 I See Footnotes Common Stock 1335362 I See Footnotes Common Stock 388898 I See Footnotes Common Stock 815338 I See Footnotes Common Stock 661829 I See Footnotes Common Stock 4120 I See Footnotes Common Stock 23584 I See Footnotes Common Stock 80675 I See Footnotes Common Units Common Units 5426289 I See Footnotes Common Units Common Units 1899111 I See Footnotes Common Units Common Units 4879148 I See Footnotes Common Units Common Units 1334127 I See Footnotes Common Units Common Units 546960 I See Footnotes Common Units Common Units 3782328 I See Footnotes Common Units Common Units 1101527 I See Footnotes Common Units Common Units 2309392 I See Footnotes Common Units Common Units 1874587 I See Footnotes Common Units Common Units 11671 I See Footnotes Common Units Common Units 66799 I See Footnotes Common Units Common Units 228507 I See Footnotes Common Units Common Units 6740703 I See Footnotes Common Units Common Units 2359132 I See Footnotes Common Units Common Units 6061030 I See Footnotes Common Units Common Units 1657293 I See Footnotes Common Units Common Units 678659 I See Footnotes Common Units Common Units 4708277 I See Footnotes Common Units Common Units 1371192 I See Footnotes Common Units Common Units 2874753 I See Footnotes Common Units Common Units 2333504 I See Footnotes Common Units Common Units 14528 I See Footnotes Common Units Common Units 83152 I See Footnotes Common Units Common Units 284449 I See Footnotes Pursuant to a reorganization, each of Blackstone Real Estate Partners V L.P., Blackstone Real Estate Partners V.TE.1 L.P., Blackstone Real Estate Partners V.TE.2 L.P., Blackstone Real Estate Partners V.F L.P., Blackstone Real Estate Holdings V L.P., Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Partners VI (AV) L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Holdings VI L.P., and Blackstone Family Real Estate Partnership VI - SMD L.P. contributed all the shares of Issuer common stock (the "Common Stock") and common units of Hudson Pacific Properties, L.P. ("OP Units") previously held directly by it to its wholly-owned subsidiaries described herein. Reflects securities of the issuer held directly by HPP BREP V Holdco A LLC. HPP BREP V Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V L.P. These securities were previously held directly by Blackstone Real Estate Partners V L.P. Reflects securities of the issuer held directly by HPP BREP V.TE.1 Holdco A LLC. HPP BREP V.TE.1 Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V.TE.1 L.P. These securities were previously held directly by Blackstone Real Estate Partners V.TE.1 L.P. Reflects securities of the issuer held directly by HPP BREP V.TE.2 Holdco A LLC. HPP BREP V.TE.2 Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V.TE.2 L.P. These securities were previously held directly by Blackstone Real Estate Partners V.TE.2 L.P. Reflects securities of the issuer held directly by HPP BREP V.F Holdco A LLC. HPP BREP V.F Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V.F L.P. These securities were previously held directly by Blackstone Real Estate Partners V.F L.P. Reflects securities of the issuer held directly by HPP BRE Holdings V Holdco A LLC. HPP BRE Holdings V Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings V L.P. These securities were previously held directly by Blackstone Real Estate Holdings V L.P. Reflects securities of the issuer held directly by HPP BREP VI Holdco A LLC. HPP BREP VI Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI L.P. These securities were previously held directly by Blackstone Real Estate Partners VI L.P. Reflects securities of the issuer held directly by HPP BREP VI.TE.1 Holdco A LLC. HPP BREP VI.TE.1 Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI.TE.1 L.P. These securities were previously held directly by Blackstone Real Estate Partners VI.TE.1 L.P. Reflects securities of the issuer held directly by HPP BREP VI.TE.2 Holdco A LLC. HPP BREP VI.TE.2 Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI.TE.2 L.P. These securities were previously held directly by Blackstone Real Estate Partners VI.TE.2 L.P. Reflects securities of the issuer held directly by HPP BREP VI AV Holdco A LLC. HPP BREP VI AV Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI (AV) L.P. These securities were previously held directly by Blackstone Real Estate Partners VI (AV) L.P. Reflects securities of the issuer held directly by HPP BREP (AIV) VI Holdco A LLC. HPP BREP (AIV) VI Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners (AIV) VI L.P. These securities were previously held directly by Blackstone Real Estate Partners (AIV) VI L.P. Reflects securities of the issuer held directly by HPP BRE Holdings VI Holdco A LLC. HPP BRE Holdings VI Holdco A LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings VI L.P. These securities were previously held directly by Blackstone Real Estate Holdings VI L.P. Reflects securities of the issuer held directly by HPP BFREP VI SMD Holdco A LLC. HPP BFREP VI SMD Holdco A LLC is a wholly-owned subsidiary of Blackstone Family Real Estate Partnership VI - SMD L.P. These securities were previously held directly by Blackstone Family Real Estate Partnership VI - SMD L.P. Pursuant to the terms of the Third Amended and Restated Limited Partnership Agreement of Hudson Pacific Properties, L.P., and subject to certain requirements and restrictions, the common units of Hudson Pacific Properties, L.P. are redeemable for shares of common stock of the issuer, on a one-for-one basis or, at the option of the issuer, for cash. Reflects securities of the issuer held directly by HPP BREP V Holdco B LLC. HPP BREP V Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V L.P. These securities were previously held directly by Blackstone Real Estate Partners V L.P. Reflects securities of the issuer held directly by HPP BREP V.TE.1 Holdco B LLC. HPP BREP V.TE.1 Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V.TE.1 L.P. These securities were previously held directly by Blackstone Real Estate Partners V.TE.1 L.P. Reflects securities of the issuer held directly by HPP BREP V.TE.2 Holdco B LLC. HPP BREP V.TE.2 Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V.TE.2 L.P. These securities were previously held directly by Blackstone Real Estate Partners V.TE.2 L.P. Reflects securities of the issuer held directly by HPP BREP V.F Holdco B LLC. HPP BREP V.F Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners V.F L.P. These securities were previously held directly by Blackstone Real Estate Partners V.F L.P. Reflects securities of the issuer held directly by HPP BRE Holdings V Holdco B LLC. HPP BRE Holdings V Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings V L.P. These securities were previously held directly by Blackstone Real Estate Holdings V L.P. Reflects securities of the issuer held directly by HPP BREP VI Holdco B LLC. HPP BREP VI Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI L.P. These securities were previously held directly by Blackstone Real Estate Partners VI L.P. Reflects securities of the issuer held directly by HPP BREP VI.TE.1 Holdco B LLC. HPP BREP VI.TE.1 Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI.TE.1 L.P. These securities were previously held directly by Blackstone Real Estate Partners VI.TE.1 L.P. Reflects securities of the issuer held directly by HPP BREP VI.TE.2 Holdco B LLC. HPP BREP VI.TE.2 Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI.TE.2 L.P. These securities were previously held directly by Blackstone Real Estate Partners VI.TE.2 L.P. Reflects securities of the issuer held directly by HPP BREP VI AV Holdco B LLC. HPP BREP VI AV Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners VI (AV) L.P. These securities were previously held directly by Blackstone Real Estate Partners VI (AV) L.P. Reflects securities of the issuer held directly by HPP BREP (AIV) VI Holdco B LLC. HPP BREP (AIV) VI Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Partners (AIV) VI L.P. These securities were previously held directly by Blackstone Real Estate Partners (AIV) VI L.P. Reflects securities of the issuer held directly by HPP BRE Holdings VI Holdco B LLC. HPP BRE Holdings VI Holdco B LLC is a wholly-owned subsidiary of Blackstone Real Estate Holdings VI L.P. These securities were previously held directly by Blackstone Real Estate Holdings VI L.P. Reflects securities of the issuer held directly by HPP BFREP VI SMD Holdco B LLC. HPP BFREP VI SMD Holdco B LLC is a wholly-owned subsidiary of Blackstone Family Real Estate Partnership VI - SMD L.P. These securities were previously held directly by Blackstone Family Real Estate Partnership VI - SMD L.P. The general partner of each of Blackstone Real Estate Partners V L.P., Blackstone Real Estate Partners V.TE.1 L.P., Blackstone Real Estate Partners V.TE.2 L.P. and Blackstone Real Estate Partners V.F L.P. is Blackstone Real Estate Associates V L.P. The general partner of Blackstone Real Estate Associates V L.P. is BREA V L.L.C. The general partner of Blackstone Real Estate Holdings V L.P. is BREP V Side-by-Side GP L.L.C. The sole member of BREP V Side-by-Side GP L.L.C., and the managing member of BREA V L.L.C., is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of each of Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P., Blackstone Real Estate Partners VI (AV) L.P. and Blackstone Real Estate Partners (AIV) VI L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The general partner of Blackstone Real Estate Holdings VI L.P. is BREP VI Side-by-Side GP L.L.C. The sole member of BREP VI Side-by-Side GP L.L.C., and the managing member of BREA VI L.L.C., is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. The general partner of Blackstone Family Real Estate Partnership VI - SMD L.P. is Blackstone Family GP L.L.C., which is in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Act. HPP BRE HOLDINGS VI HOLDCO A LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BRE HOLDINGS VI HOLDCO B LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BFREP VI SMD HOLDCO A LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BFREP VI SMD HOLDCO B LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BREP VI HOLDCO A LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BREP VI HOLDCO B LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BREP VI.TE.1 HOLDCO A LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BREP VI.TE.1 HOLDCO B LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BREP VI.TE.2 HOLDCO A LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05 HPP BREP VI.TE.2 HOLDCO B LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director 2016-01-05