UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 2011
HOST HOTELS & RESORTS, INC.
HOST HOTELS & RESORTS, L.P.
(Exact Name of Registrant as Specified in Charter)
| Maryland (Host Hotels & Resorts, Inc.) | 001-14625 | 53-0085950 | ||
| Delaware (Host Hotels & Resorts, L.P.) | 0-25087 | 52-2095412 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6903 Rockledge Drive, Suite 1500
Bethesda, Maryland 20817
(Address of principal executive offices and Zip Code)
(240) 744-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01—Other Events
The purpose of this Current Report on Form 8-K/A is to amend the consent of the independent registered public accounting firm, KPMG LLP, filed as exhibit 23.1 to the Form 8-K filed on July 24, 2012. The consent is being amended to include registration statement no. 333-181063, which had been inadvertently omitted in the original filing. The purpose of the 8-K filed on July 24, 2012 was to revise information previously filed as part of, or as an exhibit or financial statement schedule to, the Annual Report on Form 10-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. (collectively, the “Company”) for the fiscal year ended December 31, 2011, which information has been revised to reflect the impact of the disposition of one property and the reclassification of a second property as held-for-sale.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. |
||
| 23.1 | Consent of KPMG LLP | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOST HOTELS & RESORTS, INC. | ||||||
| By: | /s/ BRIAN G. MACNAMARA | |||||
| Brian G. Macnamara | ||||||
| Senior Vice President, Corporate Controller | ||||||
| Date: July 27, 2012 | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOST HOTELS & RESORTS, L.P. By: HOST HOTELS & RESORTS, INC., its general partner | ||||||
| By: | /s/ BRIAN G. MACNAMARA | |||||
| Brian G. Macnamara | ||||||
| Senior Vice President, Corporate Controller | ||||||
| Date: July 27, 2012 | ||||||
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EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Host Hotels & Resorts, Inc.
and
The Partners
Host Hotels & Resorts, L.P.:
We consent to the incorporation by reference in the registration statements (Nos. 333-181063, 333-117229, 333-166380, 333-166381, 333-171605, and 333-178118) on Form S-3 and (Nos. 333-75055, 333-28683, 333-75057, 333-75059, 333-161488, 033-66622, and 333-171607) on Form S-8 of Host Hotels & Resorts, Inc. of (i) our report dated February 22, 2012, except as to Notes 6, 10, 17, and 21 which are as of July 24, 2012, with respect to the consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2011, and the related financial statement schedule as of December 31, 2011, and (ii) our report dated February 22, 2012, except as to Notes 6, 10, 17, and 21 which are as of July 24, 2012, with respect to the consolidated balance sheets of Host Hotels & Resorts, L.P. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2011, and the related financial statement schedule as of December 31, 2011, which reports appear in the current report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. dated July 24, 2012.
| /s/ KPMG LLP |
McLean, Virginia
July 27, 2012
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