Hudson Pacific Properties, Inc. (HPP)
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Earnings Call: Q2 2016

Aug 4, 2016

Operator

Greetings, welcome to the Hudson Pacific Properties second quarter 2016 earnings conference call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star 0 on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Ms. Kay Tidwell, Executive Vice President and General Counsel. Thank you. You may begin.

Kay Tidwell
EVP and General Counsel, Hudson Pacific Properties

Good morning, everyone, welcome to Hudson Pacific Properties second quarter 2016 earnings conference call. With us today are the company's Chairman and Chief Executive Officer, Victor Coleman, and Chief Operating Officer and Chief Financial Officer, Mark Lammas. Before I hand the call over to them, please note that on this call, certain information presented contains forward-looking statements. These statements are based on management's current expectations and are subject to risks, uncertainties, and assumptions. Potential risks and uncertainties that could cause the company's business and financial results to differ materially from these forward-looking statements are described in the company's periodic reports filed with the SEC from time to time. All information discussed on this call is as of today, August 4, 2016, Hudson Pacific does not intend and undertakes no duty to update future events or circumstances.

Certain of the financial information presented in this call represents non-GAAP financial measures. The company's earnings release, which was released this morning and is available on the company's website, presents reconciliations to the appropriate GAAP measure and an explanation of why the company believes such non-GAAP financial measures are useful to investors. Now I'd like to turn the call over to Victor Coleman, Chairman and Chief Executive Officer of Hudson Pacific. Victor?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Thanks, Kay. Good morning, everyone, welcome to our second quarter call. We had an excellent second quarter, I'm going to dive right in. Once again, we outperformed on the leasing front, exceeding even our first quarter results by executing over 970,000 sq ft of new and renewal deals, bringing our year-to-date total to an impressive 1.8 million sq ft. GAAP and cash rent spreads on the second quarter deals, the majority of which were in the Bay Area, were 58% and 49% respectively. With respect to leasing, I'm going to touch on a couple of this quarter's highlights, all in the Bay Area, that represent nice wins for our portfolio. First, I'll remind everyone that Qualcomm renewed their lease for 365,000 sq ft at our Skyport Plaza in North San Jose through 2022.

Our team did what they do best on this renewal, which is address our largest 2017 expiration 16 months ahead of schedule at favorable terms. We're delighted that Qualcomm, an industry leader, well-capitalized public technology company, will remain one of our largest tenants. We also signed a new lease, 37,000 square feet, with a company called BrightEdge Technologies for the entire floor at 989 Hillsdale Avenue, part of our Metro Center complex at Foster City. You may recall that Metro Center, currently 66% leased, is one of our high-priority leased-up assets. Under the EOP Blackstone ownership, Sony vacated over 300,000 square feet of space in the two low-rise buildings flanking the well-known tower.

An early success with activity, marketing, and repositioning underway, which includes a major lobby upgrade, exterior re-landscaping, and common area improvements, has generated additional activity of just over 100,000 square feet of requirements. We expect to have additional good news on Metro Center in the coming months. Our team continues to find creative ways to accelerate lease-up on our Peninsula and Silicon Valley assets. At our Investor Day in May, we highlighted our Vacant Space Prep or VSP program, which leverages four tenant improvements spent to capture demand for fast-moving tenants, in turn, reducing downtime on smaller vacancies in those markets. The first phase of the VSP spaces came to market in the third quarter of 2015, since that, we can attribute roughly 76,000 square feet of deals, either leased or in leases to that program.

In turn, we reduced downtime on each of these spaces by five to six months. The program's been so successful, we recently approved a second phase, another 260,000 square feet at our high-priority leased-up assets, which will be ready for occupancy in the third quarter of this year. In the San Francisco CBD, one of our largest tenants, Salesforce, took down an additional 24,000 square feet at Rincon Center to backfill the entire space formerly occupied by Intrax. We're delighted that Salesforce continues to grow within our portfolio and view this transaction as a reaffirmation of their continued need for space at Rincon.

Our CBD portfolio remains stabilized at 95.8% leased, up 120 basis points for the quarter, we have just 40,000 square feet expiring in the remainder of 2016, all of which is around 40% below market. We expect to see continued strong demand from larger public and private tech companies for significant blocks of space in the CBD. Amazon's recently announced lease for 185,000 square feet in one of the city's under-construction development projects at $62 per square foot triple net rents underscores this point. Turning to L.A. The city's economic expansion continues across all sectors, with unemployment reaching a new low at 4.3% in the quarter. Every Los Angeles County sub-market had positive net absorption in the quarter, supply, particularly in the core markets, remains very tight.

In Hollywood and West Los Angeles, we're seeing single-digit vacancy for comparable product. With 1.9 million square feet under construction, roughly 25% of it's pre-leased, and nearly 850,000 square feet of positive net absorption year to date, we expect the current demand-supply imbalance to continue. We're in dialogue with several tenants at our Fourth and Traction and Q project for 50,000 square foot plus requirements. I'll remind everyone that these are unique offerings. Q on Sunset Bronson studio lot and Fourth and Traction are one of very few premier office buildings in the emerging Arts District. We expect demand only to increase as we progress with construction, which is typical for Los Angeles, by the way. We continue to evaluate all our options and interests.

Seattle has all the right ingredients currently today for a long-term growth, deep talent pool, strong population growth, and lower cost of living. Office fundamentals continue to improve. Large tech companies already in the market like Google, Facebook, Microsoft, Amazon, are rapidly absorbing big blocks of space. While those with major San Francisco Silicon Valley presence are increasingly looking to establish a Seattle hub. Vacancy in the Pioneer Square area, where software company Avalara signed Seattle's largest lease this quarter, dropped 130 basis points to 7.1%. Class A rents jumped over 3% in the quarter to $36 per foot, we have interest in several high-quality tech and non-tech tenants for the multi-floor leases on the balance of the 450 Alaska Way, which is 55% pre-leased prior to breaking ground just two months ago.

We expect supply in downtown to remain tight as the 8 million square feet of office currently under construction is north of 70% pre-leased. I want to emphasize that the demand pipeline throughout our entire portfolio, including the Bay Area, remains robust, with no quarter-over-quarter shift in terms of tenant requirements. Let me take you through a breakdown of our leasing the first six months of 2016 to underscore the quality and diversity of this activity. Fully 56% of all leasing activity completed in the first half of this year was with fire and other non-tech tenants, including many standout companies like Saltchuk and Lockheed Martin. Tech companies, largely in the Bay Area, accounted for the remaining 44% year-to-date activity, and nearly 70% of that activity was with public companies or private companies that have been in existence for at least 10 years.

Of the 30% executed with private tech companies in existence for less than 10 years, one-fifth was comprised of Uber's 50,000 square foot expansion in the first quarter of this year. Excluding that lease, less than 11% of our year-to-date leasing activity is represented by private tech companies in existence for less than 10 years. As so many of our newer tech companies in our portfolio are, many are extremely well-funded and growing. We remain very bullish on tech, which is the world's leading economic engine, as a key driver for long-term growth across our markets. Google, Amazon, Facebook all posted stellar second quarter earnings last week. Five of the top seven largest publicly traded companies in the United States, Apple, Google, Microsoft, Amazon, and Facebook, are tech.

Financing is shifting and slowing, but companies, tech and non-tech alike, are flush with cash and taking advantage of lower valuations to pursue growth through acquisitions of later stage and highly complementary businesses. Verizon's purchase of Yahoo, LeEco's purchase of VIZIO, Oracle's acquisition of NetSuite, Tesla buying SolarCity, and Salesforce buying Quip are perfect examples. In the last 30 days, we've seen more than $20 billion of tech and media-related M&A deals announced, with very little of it pointing to the contraction in terms of space. I've said before, there are going to be winners and losers, but these acquisitions are an indicator of these sectors' overall health and will provide balance to a short-term capital-driven correction. A final note on capital recycling.

We sold two former Blackstone portfolio assets in the quarter, One Bay Plaza in Burlingame and Patrick Henry Drive in Santa Clara, which yielded total gross proceeds of $72.4 million. Macro conditions, coupled with significant demand for large public tech companies, continue to put upward pressure on asset pricing in the Peninsula and Silicon Valley, and both properties sold at premiums to our purchase prices. We viewed them as non-strategic to our portfolio, One Bay because of its Burlingame location and Patrick Henry because of its R&D use. Right now, we're extremely focused on unlocking embedded value in our existing portfolio and only very selectively evaluating opportunities to recycle capital into higher yield, more strategic assets, and almost exclusively in the Los Angeles and Seattle markets.

The July purchase of our 83% leased corporate headquarters building, 11601 Boulevard, for $311 million, or about $620 per sq ft, is a good example of that strategy. Our purchase price of 11601 represents a notable discount to comparable trade in the market on a per square foot basis. The Reserve and our 12655 Jefferson asset, both in Playa Vista, sold for $845 and $795 per square foot, respectively. Colorado Center in Santa Monica just recently sold for $865 per square foot. With that, I'm going to turn the call over to Mark, who's going to touch on some of our second quarter financial highlights.

Mark Lammas
COO and CFO, Hudson Pacific Properties

Thanks, Victor. Funds from operations, or FFO, excluding specified items for the three months ended June 30, 2016, totaled $62.9 million, or $0.43 per diluted share, compared to FFO excluding specified items of $68.4 million, or $0.47 per share a year ago. Specified items for the second quarter of 2016 consisted of acquisition-related expense of $100,000, or $0.00 per diluted share. Specified items for the second quarter of 2015 consisted of acquisition-related expense of $37.5 million, or $0.26 per diluted share. FFO, including specified items for the three months ended June 30, 2016, totaled $62.9 million, or $0.43 per diluted share, compared to $30.9 million, or $0.21 per diluted share a year ago.

As of June 30, 2016, our stabilized and in-service office portfolio was 96.5% and 91.1% leased respectively, up from 95.8% and 90.7% at the end of the first quarter, and 94.7% and 88.8% a year ago. The trailing 12-month occupancy for our media and entertainment properties increased to 85.3% from 76.5% for the same period a year ago. As many of you know, April 1st marked the one-year anniversary of our acquisition of the EOP Northern California portfolio. On account of that milestone, our financial statements now reflect a more comparable portfolio for quarterly year-over-year comparison purposes. Effective in this earnings period, we have adjusted our same-store reporting to provide a quarterly comparison of all properties owned and included in our stabilized office portfolio as of April 1, 2015, and still owned and included in the stabilized office portfolio as of the end of the quarter.

You will find that our quarterly same-store comparison now includes 30 office properties, while the year-to-date comparison continues to include 21 office properties. With that said, Net Operating Income with respect to our 30 same-store office properties for the second quarter increased 15.5% on a cash basis and 6.6% on a GAAP basis. Net Operating Income at our same-store media and entertainment properties increased 26.2% on a cash basis and 13.6% on a GAAP basis. During the quarter, we continued to proactively manage our balance sheet, further improving our debt maturity schedule and access to capital for future requirements. On May 3rd, we drew all $175 million of the five-year and $125 million of the seven-year unsecured term loan credit facilities entered into in November of last year.

We used loan proceeds to repay floating-rate indebtedness, including the $30 million loan secured by 901 Market Street, $60 million of outstanding balance under our revolving credit facility, $110 million of the outstanding balance under our loan secured by Sunset Gower, Sunset Bronson, and $100 million of our unhedged existing five-year term loan. On June 6th, we fully refinanced project-level financing associated with Pinnacle II in Burbank with a 10-year, $87 million loan bearing interest at 4.3% per annum. The refinancing successfully replaced the loan previously secured by Pinnacle II, which was bearing interest of 6.31% per annum, fully 200 basis points higher than the replacement financing. With the repayment of the loan secured by 901 Market Street and refinancing of the loan secured by Pinnacle II, we addressed our only loan maturities for this year and next.

We have only one loan maturity of approximately $100 million at our Rincon Center property all the way through calendar year 2018. On July 6th, we completed a $200 million private placement. We applied $150 million of 3.98% 10-year senior guaranteed notes to fund the 11601 Wilshire Boulevard acquisition and expect to access the remaining $50 million, consisting of 3.66% seven-year senior guaranteed notes on or before September 15, 2016, to repay amounts under our unsecured revolving credit facility or for general corporate purposes. All of this successful financing activity has furthered our efforts to significantly lower our cost of funds, extend our loan maturities, and provide the company with ample capital to fund projected 2016 and 2017 leasing, development, and redevelopment opportunities. Expenditures, sorry.

Turning to guidance, we are increasing our full-year 2016 FFO guidance from the previously announced range of $1.68 to $1.76 per diluted share excluding specified items to a revised range of $1.71 to $1.77 per diluted share, excluding specified items. This reflects our second quarter FFO of $0.43 per diluted share, excluding specified items, as well as the transactions mentioned in our press release and on this call, including the previously announced sale of 12655 Jefferson in the fourth quarter and the anticipated funding of $50 million of 3.66% senior guaranteed notes on or before September 15, 2016, to repay amounts outstanding under our unsecured revolving credit facility or for general corporate purposes.

This guidance also reflects the elimination of the ineffective portion of the interest rate swaps relating to $650 million of our five- and seven-year term loans due April 2020 and 2022 respectively, through an increase in the underlying fixed rate by a weighted average of 12 basis points per annum. This guidance assumes full-year 2016 weighted average fully diluted common stock and units of 146,415,000. As always, the full-year 2016 FFO estimate reflects management's view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, and the earnings impact of events referenced in our press release and on this call, but otherwise excludes any impact from future unannounced or speculative acquisitions, dispositions, debt financings or repayments, recapitalizations, capital market activity, or similar matters. With that, I'll turn the call back over to Victor.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Thank you, Mark. Just a reminder for those less familiar with our story or those of you who missed our Investor Day in May, the webcast and presentation are available on our website for reference. You'll find great information therein about our company's unique positioning and the stock's embedded value. You should reference Mark's section in particular, which outlines our ability to achieve a 12% annualized NOI growth in both 2016 and 2017. Also, feel free to reach out to our head of IR, Laura Campbell, with any questions.

As always, I'd like to thank the entire Hudson Pacific team, our talented senior management for their great work for this quarter and the quarters behind us and going forward. To everyone on this call, we appreciate your continued support for Hudson Pacific Properties and look forward to updating you next quarter. Operator, with that, I'm going to turn the call over to you for questions.

Operator

Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please, while we pull for questions. Our first question comes from the line of Nick Yulico with UBS. Please proceed with your question.

Nick Yulico
Analyst, UBS

Thanks. Couple questions. One, on the over 15% cash same-store NOI growth in the quarter. If I look, the average occupancy was down for the same-store year-over-year. It seems like a lot of this was driven by the burn-off of free rent for leases. Could we get some perspective on that?

Mark Lammas
COO and CFO, Hudson Pacific Properties

Yeah. You are right. The contributor to the difference between the ending lease percentage and the lower average occupancy were basically two leases that had commenced, but were lease-based, but not yet commenced. One was NFL at 10950 for 30,000 sq ft backfilling old FTI space and Salesforce for 24,000 sq ft backfilling Intrax. That is where the difference lies between the lease percentage and the occupancy. In terms of the drivers, one of the two items is the difference between cash and GAAP, namely at Element LA, the free rent associated with Riot Games, in the second quarter of last year burned off and full cash rents commenced by obviously before then, but certainly by second quarter of this year. That is one of the contributors. The other big contributor is not a cash GAAP difference. It is just Uber's expansion at 1455 contributed another $1.5 million.

That is a big driver of the cash pickup, but not a difference between the cash and GAAP. The next one down that is a difference for both GAAP and cash is at Foothill Research, namely the free rent associated with the Google lease, went from GAAP to full cash paying, and that was about a $1.8 million contributor to cash as opposed to GAAP. Those are the three main ones, Nick.

Nick Yulico
Analyst, UBS

Okay. That's helpful.

Mark Lammas
COO and CFO, Hudson Pacific Properties

Yeah.

Nick Yulico
Analyst, UBS

Then.

Mark Lammas
COO and CFO, Hudson Pacific Properties

One other thing, Nick Yulico, if I could just I wanted to clarify. In your earlier note this morning, you had mentioned the notion that maybe the same-store improvement was sort of artificially high because of uncommenced leases. There's some veracity to that insofar as not so much a matter of commencement, but rather cash versus GAAP rents insofar as there was free rent on a couple of the leases. You attributed it to the EOP Northern California portfolio, in truth, at least two of the three biggest contributors on to the same-store improvement on a cash basis were actually not EOP assets at all. They were legacy assets. That was one thing I just wanted to sort of clarify. The other thing probably worth clarifying is just to make sure people are following.

The real lease-up opportunity in the Northern California portfolio tends to be on the lease-up assets, not on the stabilized assets, whereas the same-store comparison is only picking up assets that were already stabilized back in April of 2015. Not much of the pickup is really happening on the lease up front, if you will, on the Northern California portfolio.

Nick Yulico
Analyst, UBS

Okay. That's helpful. Thanks. Just going to the Silicon Valley and the old EOP portfolio. Can you talk about the activity that you're getting on leasing, how much of that is tenants expanding? Why do you think your assets are being competitive in the market? Maybe you can talk a little bit about how much pricing power you really think you have, or if you're just sort of benefiting from filling up vacant space at market rents, and maybe just remind us where you've seen sort of market rents for that portfolio in the last year. Thanks.

Mark Lammas
COO and CFO, Hudson Pacific Properties

Sure. I'll start and then I'll let Art jump in. The overall portfolio has a lot of legs in it, in that I think Mark just commented on. The stabilized portfolio is stabilized, and we have allocated our time and resources to specific assets that have lease-up that aren't even part of the same story. That's sort of quaint to where we see the market right now. I think a couple of things are apparent. First and foremost, our rolling mark-to-market on those assets in that portfolio are still in the high teens to low 20s across the board. What we're finding is consistently we are seeing a flow of activity on virtually all the space. Our inflow of inbound tenants that are looking for space

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

In the Valley, it's still very consistent, and Art can sort of jump in and talk about that a little bit. For the most part, we're seeing that. I don't think it's unique to us in terms of where the market is. The market is strong. We keep telling people that we see it strong. We still see a number of requests, and we're negotiating deals at numbers that are exceeding what our initial underwriting and our modified underwriting is. In terms of the differentiator between these assets and others, I don't think there really is. I can't sort of point to saying, other than we have some available space in markets that don't have it. There is nothing per se in that marketplace today that is unique to our assets versus the marketplace.

The returns on those assets, I think, are exactly what we thought they would be. I mean, Art, do you want to jump in?

Speaker 11

Yeah. The demand, the first part of your question was organic growth. Yeah, we're seeing a fair amount of organic growth, obviously. I think where we're making the difference is, we're taking advantage of the demand and the velocity in the market. There's a lot of space in there that was really not desirable at all. We've gone in, and we spent the money. It's speed to market, right? We're taking advantage of the speed to market, getting tenants through the space, getting them in faster, and that's where we're making up the difference.

Nick Yulico
Analyst, UBS

Okay. That's helpful. I guess just to follow up is sort of rent growth for that portfolio, you think for the market in the last year, where do you think it's been?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yeah, listen, 2016 and 2017 is between 20%-25%, basically.

Mark Lammas
COO and CFO, Hudson Pacific Properties

That's our current mark-to-market. Rent growth's obviously going to vary. There's five different sub-markets within that Northern California portfolio. Each one of them has its own individual assumption. I think it's fair to say, we see every one of our sub-markets experiencing rental growth. Some probably approaching high single digits, some a little bit more moderated, kind of in the lower single-digit range.

Nick Yulico
Analyst, UBS

Thanks, everyone.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Thank you.

Operator

Our next question comes from the line of Jamie Feldman with Bank of America Merrill Lynch. Please proceed with your question.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Great. Thank you. I want to go back to the comment, Victor, you made, and obviously something we've all been seeing in the press on tech M&A. Can you give us some color on what you're seeing on the ground in terms of some of these deals we're hearing about and what that might mean for the acquired company's office space and whether we're going to see sublease come back to market? I know it's deal by deal, but it seems like we've seen several of them, several big ones already.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Okay. Yeah. Jamie, let me give you a little bit of broad brush. I mean, in my prepared remarks I referenced 6 deals, the Verizon, LeEco, Oracle, Salesforce, and Tesla, and then the other Verizon deal that they do with Fleetmatics. Those are all since really the 25th of July. Subsequent to that, I want to comment on that. As soon as we heard about these deals, our leasing team in the directive markets went out and said, "What impact does that have?" Specific to those deals, we're finding, obviously it's a little early to see what SolarCity and Tesla are going to do. We don't really have a clue there. SolarCity is in the market today for a couple hundred thousand feet in the peninsula, it's going to be a positive absorption or flat.

Obviously, the LeEco-Verizon is part and parcel of them expanding LeEco, that's a positive. Salesforce and Quip, we don't know, these cloud-based deals typically have been positive and enhancing. There's no loss of employees on that side. I can't really comment on the Verizon-Yahoo deal because they haven't made any comments, and we don't have any exposure. Overall, it would impact everybody on the Yahoo side. It looks like, from what our guys on the ground are saying, that that seems to be a push and maybe some space coming back. The one that's concerning to us, obviously, is the NetSuite deal with Oracle. Typically, every deal that Oracle has done, they've kept the space. I think as a result that we're pretty comfortable since the majority of our space doesn't expire until I think 2022.

We think that that's going to be intact throughout on Oracle's side. If you go back, Jamie, and you look at the bigger deals the Dell-EMC deal, GM and Cruise Automation deal, the Salesforce-Demandware deal, obviously Symantec Blue Coat deal, zero impact on those large deals. The one that I think people are waiting on, and nobody seems to have any bearing yet, is the Microsoft-LinkedIn deal and what happens there given that Microsoft is in the Pacific Northwest and LinkedIn is not. The larger deals that have been, say, from the first quarter through June, we're getting some indication that there seems to be no movement at all and no space coming back.

The newest ones, I think we're pretty comfortable with all of them with the exception of maybe the Oracle-NetSuite because we just don't know what's happening there, everything else is positive on that basis. It gives you a little bit of a smattering as to where we see. The last point is the point I've made to you and others along the way. We're going to see this just shows the strength of the marketplace. The interesting thing is we've not seen M&As and the banter around businesses going out of state. The M&As are on the West Coast right now. Another one that we didn't mention down in L.A. is Starz being acquired by Lionsgate, and Lionsgate is increasing their space to accommodate Starz' growth, and that's here in L.A. We're seeing it as a positive to flat at best.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Okay. You said LinkedIn Microsoft is still too early to tell?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yeah. Art, do you want to comment on that? We haven't seen anything.

Speaker 11

No.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yeah. We haven't seen any results on the LinkedIn Microsoft. I think our guys are on top of it, but we just haven't seen any direction.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Okay. It looks like you're getting kind of cluster hubs here for tech in these markets. Are there certain sub-markets within the Bay Area that you think are winners versus losers, or where more and more of these larger companies want to be clustered?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Hey, listen, I think they're all winners right now, right? Between San Jose and San Francisco, the amount of transactional business that the big four are taking down and looking at right now is just insurmountable. What we're finding is there seems to be clusters around the Googles, the Apples, and the Facebooks today. You just see that there's just not enough space nearby where they are, so they're going to wherever they can find space.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Okay. All right, that's helpful. Turning to expiration, so you took care of Qualcomm. Can you just remind us for the rest of 2016 and 2017, your next largest expirations?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

You know.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Did I hear you state correctly 20%-25% mark-to-market?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yeah. Well, 2016-2017 expirations are on average in Northern California, and the EOP is like 22%, but if you want the across-the-board mark-to-market on the whole portfolio, it's about 40%. That includes 2017 expirations in San Francisco, which is contributing a lot to that higher mark-to-market. That's a weighted average for what's remaining in 2016 and all of 2017. In terms of giving you an idea of the actual bigger expirations that are on the horizon over the next two years, Jamie, rather than try to point you to specific expirations, I would point you to page 29 of the supplemental. What you'll see there is any sub-market that has more than 100,000 feet expiring in any quarter, we've identified specifically the three largest contributors to that square footage. You can easily trace to the larger expirations.

Suffice to say, there are a couple of decent-sized expirations on the horizon in 2017, really nothing significant in 2016. There's AIG in 2017, then at the very end of 2017, we've got some expiration with B of A, as you know, at 1455, very low-rent bank space. There's some other smaller expirations that are a decent size, you can see it all summarized in the footnotes starting on page 29.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Okay. Just last, I was surprised that there wasn't any leasing progress in the development pipeline. Maybe if you could tell us what's happening at ICON number 2.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

I was surprised at your comment on that, so we're both surprised. We just broke ground three weeks ago at 450 Alaska Way, we're 55% pre-leased there, we've got activity in probably, my guess is, somewhere around 300,000 to 400,000 feet of deals that we're working on. Q just broke ground, like 60 days ago. We haven't even got out of the ground yet. We're building out, just started building out July 1 TIs for Netflix. I don't know what's the expectation on that basis, Jamie, but those are the only two deals that we have, our development deals right now. I think we've basically told you exactly what's going on with Q. The demand is over a half a million feet for 90,000 feet of development.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Okay, there's no change in the demand pipeline.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

No, not at all.

Jamie Feldman
Analyst, Bank of America Merrill Lynch

Okay. All right. Thank you.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Thank you.

Operator

Our next question comes from the line of Craig Mailman with KeyBanc. Please proceed with your question.

Craig Mailman
Analyst, KeyBanc

Hey, guys. I was just hoping you could give us an update on the leasing pipeline. Obviously, you've blown through the 1.6 million sq ft you talked about two quarters ago. Just curious how big it is now and maybe where you moved the goalpost to on the goal for the year.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Listen, we've done about 1.8 million sq ft now for these halfway through. I think we didn't give a guidance as to where we thought we would be at the end of the year. Clearly, on the renewal basis, we've exceeded our expectations, and the backfill basis, we've exceeded our expectations. On the new leases, I think we're right online. I think as I just mentioned to Jamie, the velocity is as strong as it's been ever for us, and so we can't say that we've not seen in trading paper. We're also negotiating deals to get the best possible rate, and it's proved out that our mark-to-market and where we're rolling, Craig, on that basis. I think Art and his team are looking at another 1 million-plus sq ft maybe for the rest of the year.

It seems like a number that would obviously well exceed our expectations, I think he's probably comfortable with that. You want to speak to that, Art?

Speaker 11

No. As we've rolled and we've done deals, we've got some renewals and new deals. The pipeline still remains right about where it was. It ebbs and flows a little bit, but kind of in the $1.3 million range is where we sit now after doing $1.8 million for the year.

Craig Mailman
Analyst, KeyBanc

Great. NerdWallet, any update on them? I've heard they're looking for space in the market.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yes. NerdWallet occupies 50,000 sq ft at our 901 Market. The space is the best space in that building. I think they're roughly around $60 a sq ft. Market rents there, I'm looking at Art, is about close to $70+. It's a great story, right? This is a tenant that's now in San Francisco building their portfolio, and they're looking for as much as 200,000 sq ft. We can't accommodate them. I think it's an opportunity for us to either keep them in place and have them go sublease the space or take it back if there's a user. It's early in the phase, that's what we're seeing right now, and I think we're very comfortable with that space.

Craig Mailman
Analyst, KeyBanc

That's helpful. Mark, on the Qualcomm lease, I think you'd mentioned last quarter something about the free rent periods being a little bit weird. Can you just give us an update on how that free rent trended in the second quarter?

Mark Lammas
COO and CFO, Hudson Pacific Properties

Yeah. Again, this is satisfying because we've anticipated that question. If you look in our supplemental, you can see the detail on the upfront abatement page of the supplemental, which I'm just trying to give you the exact page number. I think it's 28 or 27 maybe. 27. No. Let's see. Where is it? Well, we've outlined in the supplemental exactly when the free rent periods are for under that lease. You know the page where we give you what There it is. It's on page 27. Look in the footnote there and you'll see exactly when the free rent applies under the Qualcomm lease.

Craig Mailman
Analyst, KeyBanc

Got you, footnote three. I see it.

Mark Lammas
COO and CFO, Hudson Pacific Properties

Got it?

Craig Mailman
Analyst, KeyBanc

That's helpful. Yep. Just lastly on the LeEco mortgage loan, can you kind of let us know where that's priced? If you can't give that, just relative to the 11% you're losing on the downtown L.A.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Losing? We won. You mean replacing.

Craig Mailman
Analyst, KeyBanc

Yeah.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

The LeEco land loan that we did, is right around 10%. I obviously can't walk through the specific details of it's right around 10%.

Craig Mailman
Analyst, KeyBanc

Okay. That's, briefly, that was a contributor on the guidance bump, or did you guys already have that in the numbers?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

No, that's a third quarter transaction.

Mark Lammas
COO and CFO, Hudson Pacific Properties

No, it's in the guidance.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yeah.

Mark Lammas
COO and CFO, Hudson Pacific Properties

It is part of our-

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yes

Mark Lammas
COO and CFO, Hudson Pacific Properties

full-year projection.

Craig Mailman
Analyst, KeyBanc

Okay. It was a bit of a bump for you relative to last guidance range.

Mark Lammas
COO and CFO, Hudson Pacific Properties

Yes. It's contributing. There's ins and outs, Craig, but suffice to say, it's fully reflected in the number.

Craig Mailman
Analyst, KeyBanc

All right. Great. Thanks, guys.

Operator

Our next question comes from the line of Alex Goldfarb with Sandler O'Neill. Please proceed with your question.

Alex Goldfarb
Analyst, Sandler O'Neill

Good morning out there. Victor, appreciate your comments on the leasing and the breakdown of the tenants in the market that you went through. Just sort of curious, as you guys look at the price setters and as obviously we react to various news headlines, are the price setters, as far as rent goes in the market, more driven by the big users, or is it the sort of smaller users on the incremental side, as far as rent direction goes?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

It's a great question. I don't have a specific answer to lean one way or the other. I think Alex, at the end of the day, the large guys are in much higher need or I would use the phrase they're not necessarily desperate, but there's so few chances and opportunities for them to find space, that the leading indicator for them is clearly going to be space. The market leading indicator for rent and the growth of rent, is going to be secondary. I've mentioned this before, we still haven't seen in this cycle a pushback on rate. That's not how we're winning or losing deals or we're making or not making deals. It's not based on rate.

We're making and losing deals based on the ability to get in, the timeframe by which you can occupy the space, and the layout by which we can deliver it. At the end of the day, clearly the smaller guys are going to be a lot more rate sensitive than the bigger guys because the smaller guys are going to have many more options.

Alex Goldfarb
Analyst, Sandler O'Neill

Right. As you hear chatter from the different brokers, their view is that, hey, as long as the big guys are out there, even if it's just renewal volume, that's enough to hold rate. You really need to see expansion volume and/or growth from the younger startup companies to really drive rate.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

You want to comment? Probably the expansion volume by which these guys are looking at it, they're looking at it from a short-term window, not a long-term window. People are taking, like as you talked about before, people are taking space that they need, not that they think they need. That's why they're paying the current rates by which are out there versus future.

Alex Goldfarb
Analyst, Sandler O'Neill

Okay. The second question is on the land loan. I think you guys had one that just paid off, you made a new one. Is this something of sort of a one-off business, or is this something where as the market gets tighter, we may see you guys involved in more of these?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Listen, I wouldn't project this as a core business for us. There have been opportunities with

Our Broadway deal, Downtown Los Angeles, and now with this LeEco deal. It's got to be the right type of real estate, it's got to be in the right market for us, and the yield has to be good. We're looking at double-digit returns on short-term holds, and so far, these two look pretty good, and the basis is very important for us. On the LeEco deal, I think, the basis there is 50% of value, and so we feel pretty good about that. When they just turned around and made their announcement just recently on VIZIO, I think that even enhanced it for us. I wouldn't read into us deploying a lot of dollars one way or the other on that. I think as deals come up, we'll evaluate them. If they're appropriate, we'll execute.

Alex Goldfarb
Analyst, Sandler O'Neill

Okay. Just final question. Mark, on the same-store, did you say that now it's 30 properties versus 21 previously? Obviously you guys bought more than just 10 properties in EOP. What's the delta between the total EOP and the same-store as of April 1st?

Mark Lammas
COO and CFO, Hudson Pacific Properties

Yeah. Under the same-store definition, a property has to be stabilized to even qualify for same-store. The adjustment we made was rather than only including assets that were owned as of the beginning of 2015, which is what is running through the year-to-date same-store portfolio, namely, there's 21 assets that were stabilized and owned as of January 1, 2015, and still owned as of June 30th, 2016. For quarterly reporting purposes, we included any stabilized office asset that was owned as of April 1 of 2015. Nine additional office assets were added to the 21 that were running through the year-to-date portfolio, if you will.

That leaves out a good nine or so assets that are in the in-service portfolio, that is to say that are lease-up assets that are not running through the same-store portfolio, and the reason why they're not included is because they haven't stabilized yet.

Alex Goldfarb
Analyst, Sandler O'Neill

Okay. For changing the same-store pool, are you going to do it quarterly, or we'll wait again till next year?

Mark Lammas
COO and CFO, Hudson Pacific Properties

No. We'll continue with the methodology on a quarterly basis. That is to say, if an asset was stabilized at the beginning of the prior year's quarter. For example, next quarter, if an asset became a stabilized asset as of July 1st of 2015, then it will be in the new same-store portfolio for the third quarter of this year, if you follow me.

Alex Goldfarb
Analyst, Sandler O'Neill

Okay, that makes sense. Thank you, Mark.

Operator

Once again, if you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. Our next question comes from the line of Rich Anderson with Mizuho Securities. Please proceed with your question.

Rich Anderson
Analyst, Mizuho Securities

Thanks, good morning out there. Mark, that was good, Coleman. Just want to confirm on the same-store basis, your definition is owned and stabilized in both periods.

Mark Lammas
COO and CFO, Hudson Pacific Properties

That's right.

Rich Anderson
Analyst, Mizuho Securities

Okay. In terms of the word velocity was used to describe what's going on in the Peninsula and Silicon Valley. I'm curious, does that word velocity also apply to the pace by which you're spending CapEx? I'm wondering if that $250 million bogey number is burning off faster than you thought.

Mark Lammas
COO and CFO, Hudson Pacific Properties

Well, Rich, to try to keep people kind of on the same page relative to spend, we really are no longer attempting to reconcile back to that 250. The portfolio that that three-year projection, which was an all-inclusive spend number, was originally attributed to, is so markedly different than it was a year ago when we first pointed to that number. As it relates to the spend, I can tell you the base-building spend, the non-TI and commission spend amount, was fully updated at our investor day, and that amounted, as of investor day, was about $63 million, was the all-in spend for the initial three-year hold period of the Northern California portfolio. The update on that is basically the same amount. We've managed to eke out a little bit of savings there.

It's now about $62 million, of which we've spent $16 million, a little bit in 2015, and $2 million in 2015, and about $14 million so far in 2016, and we've committed another $32 million. It's against the $62 million three-year budget on the Northern California portfolio. We've either spent or have committed about 77% of it. One, we're right on pace, I would say, from a timing point of view. Two, we continue to find incremental savings within that budget as we adjust from time to time, either for lease-up of assets that may have had an earlier spend or other ways of finding savings. That's where we are in the base-building spend.

As it relates to TI and commission, again, as we've said in the past, it follows entirely from leasing, and if we're ahead of schedule on leasing, then the TIs and commissions will naturally be ahead of schedule, too. So far, we've been pacing ahead of schedule over that three-year period.

Rich Anderson
Analyst, Mizuho Securities

Okay. Good stuff. Second question. We talked about some of the M&A activity in the tech world, and I'm just curious if you guys, so far that's penciling out as neutral to positive, I guess, or maybe more positive from your perspective as it relates to your business. Do you guys take cues from other corners of the business world out there, whether it's tech M&A or even other asset classes like lodging or apartments or anything like that you try to help your strategy and maybe change your strategy if you see things kind of moving in the wrong direction, maybe not in office, but in other parts of the economy. I'm curious if that has happened at all and if it's caused you to be a little bit faster to get things done, or maybe nothing has changed at all.

I'm just curious how much you have your antennas up around you outside of specifically leasing office space.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Rich, thanks for the question. I think it's important to sort of know that, like any operating business, we're going to look at not just what's core around us, but parameters that may be corollary or effective in terms of our day-to-day decisions. I don't think anything has changed in terms of our velocity in terms of getting deals done or rushing to getting deals done based on that. Clearly, the external factors that are things that we would look at on an obvious basis is job growth and employment on the first level, and then absorption on multifamily, right? Where that sits. I do think that we're very astute as to what's happening in our core markets. For the most part, we've got a couple of areas that we are consistently monitoring.

The city of San Francisco and rent rate movements there and absorption there and where it sits. There seems to be a lot more danger around it than there are facts, but we're very cognizant of where those numbers are and where they may go to from a vacancy factor. Secondarily, would be downtown L.A. with the amount of units that are coming online, and the absorption versus the return and in how quickly those are going to get absorbed or not, which will indicate where the job growth is going to be. Those are factors that we're obviously always looking at. I think any prudent office company would have to do that in the CBDs that they're in.

Rich Anderson
Analyst, Mizuho Securities

Of course. Lastly, is there any change, not so much in your guidance, of course, but just generally how you feel about dispositions, or you still basically feel the same way, opportunistically here and there, but no elevated need to be selling assets?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

No, I think we're pretty consistent. If it's not core to the holding of the portfolio, we're going to look to alternatives by which we can dispose those assets. If we feel that there's an asset in the portfolio that's maxed its potential under the Hudson ownership, we'll do the same. We don't have a specific guideline based on the economic conditions that we have to dispose of X number of assets.

Rich Anderson
Analyst, Mizuho Securities

Do you have reverse inquiries coming in for certain assets that you've been turning down?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Obviously, yes.

Rich Anderson
Analyst, Mizuho Securities

Yeah. Okay, thank you.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Thank you.

Operator

Our final question comes from the line of Blaine Heck with Wells Fargo. Please proceed with your question.

Blaine Heck
Analyst, Wells Fargo

Thanks. Good morning. Victor, can you talk a little bit about the future development pipeline and just maybe how would you handicap that list as far as which ones you'd expect to start earlier than others? Is there any color you can give on kind of those earlier developments, the potential investment you guys would be looking at?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

The potential investment what?

Blaine Heck
Analyst, Wells Fargo

You guys would be looking at for kind of total investment in the ones that might start earlier than the others.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yeah. Sure. Of course. I mean, other than the two that Jamie mentioned in terms of where we said that are coming out of the ground now, the two major developments for us would be our 5901 asset, which we're newly going to market and name EPIC. It's going to be a 305,000 sq ft office building on Sunset Boulevard across from Sunset Bronson. It will be a very unique outdoor-indoor office facility that we are in final planning stages on and improvements and entitlements on our final design. We've had a number of people interested in that asset on a pre-leasing basis. We will launch that building and break ground on that building, depending what kind of finalized activity we have.

I'm sort of thinking sometime in spring of next year would be sort of the logical timeframe given pre-leasing and the likes of that. The second asset that we have on a ground-up development, it's a smaller asset in Culver City for 160,000 sq ft that we're evaluating right now, which will also be a pre-leased asset that we could potentially break ground sometime last quarter of this year. The last would be our redevelopment projects, which is our 405 Mateo and Fourth and Traction. We've announced that Fourth and Traction should be completed by year-end of 2016. We're just starting our full marketing there. 405 Mateo will be completed year-end 2017. We are just launching our marketing this fall.

Mark Lammas
COO and CFO, Hudson Pacific Properties

Hey, Blaine, on that Culver City asset, just in case there's any confusion, we've had it under contract for quite a long time, and it's very far along in terms of our ability to break ground. We don't technically own it yet. You won't find it listed in the development pipeline. It's fully entitled. All the design on it is done. As Victor was saying, it's a near-term start. It's just not in our pipeline because we don't technically own it yet, and probably wise on our part to add it there, so people can at least track this potential future development.

Blaine Heck
Analyst, Wells Fargo

That's helpful. I was looking for it. I guess, Victor, what amount of pre-leasing would you guys target to kind of start some of these projects?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

I think we're probably now in the range of a 30%-50% sort of pre-leasing. I think 30 is sort of a comfortable number with the activity. It would depend also, Blaine, on the pipeline, the interest level. 5901 is a big project. Our EPIC building, it's a big project, and the amount of activity we have in Hollywood right now would probably enable us to achieve that. On 9300, the deal that Mark was referring to, it's a much smaller building. There's a fairly large component of retail. I think a lease or two there would really get us going.

Blaine Heck
Analyst, Wells Fargo

Okay. Just lastly, on EPIC, it seems like a pretty similar deal to one of your competitors has down the road. Do you think there's, I guess, enough demand for kind of both major projects to go forward in that market?

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Yeah, I mean, Hollywood is the hottest market right now in Los Angeles, and demand there is very high. I think the reverse inquiries that we're fielding from media and entertainment companies who need office/studio space and production space is very high. The biggest differentiator is that we offer the media studio space that our peers and competitors don't have. The access to pre- and post-production as well as the production sound stages, nobody has that access, and this is literally across the street, almost from both of our studios. A unique opportunity, and I think that's what sort of differentiated us. For large blocks of space that tenants are looking at, we really sort of fit the only void for that.

Blaine Heck
Analyst, Wells Fargo

Great. Thanks a lot, guys.

Operator

There are no further questions at this time. I would like to turn the call back over to Mr. Victor Coleman for any closing remarks.

Victor Coleman
Chairman and CEO, Hudson Pacific Properties

Thank you so much for the participation. Again, thank you to the Hudson team in totality for another great quarter. We'll speak soon.

Operator

This concludes today's conference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.