Hilton has entered into an agreement with an affiliate of HNA Tourism Group to repurchase 10 million shares of Hilton common stock. Pricing has not been set.
MCLEAN, Va. -- 9 April 2018 -- Hilton Worldwide Holdings Inc. (“Hilton” or the “Company”) announced today that a selling stockholder affiliated with HNA Tourism Group Co., Ltd. (“HNA”) has commenced a secondary offering of 63,050,000 shares of Hilton common stock. The underwriters will have a 30-day option to purchase up to an additional 9,450,000 shares of common stock from the selling stockholder.
Hilton is not offering any shares of common stock in the offering and will not receive any proceeds from the sale of shares in this offering. In addition, none of Hilton’s officers or directors are selling any shares of common stock beneficially owned by them in the offering.
Goldman Sachs & Co. LLC, J.P. Morgan, Deutsche Bank Securities, BofA Merrill Lynch and Morgan Stanley are acting as joint book-running managers and representatives of the underwriters for the offering. UBS Investment Bank, Barclays, Wells Fargo Securities and Credit Suisse are also acting as joint book-running managers and underwriters for the offering. In addition, Evercore is serving as an advisor to the Company in connection with the offering.
The offering of these securities is being made pursuant to an effective shelf registration statement. The offering will be made only by means of a prospectus and prospectus supplement. A copy of the prospectus and prospectus supplement relating to these securities may be obtained, when available, from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 866-471-2526, by facsimile at 212-902-9316 or by email at firstname.lastname@example.org; J.P. Morgan Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204; Deutsche Bank Securities, 60 Wall Street, New York, NY 10005, Attention: Prospectus Group by telephone at 800-503-4611 or by e-mail at email@example.com; BofA Merrill Lynch, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, by telephone at 1-800-294-1322 or by email at firstname.lastname@example.org; and Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014 or by telephone at 866-718-1649.
In addition, Hilton announced that it has entered into an agreement with the selling stockholder pursuant to which Hilton intends to repurchase 10,000,000 shares directly from the selling stockholder. Hilton has the right to increase the number of shares repurchased, up to an aggregate of 16,500,000 shares, by providing notice to HNA prior to the pricing of the offering. The share repurchase will be effected in a private, non-underwritten transaction at a price per share equal to the price per share at which the underwriters will purchase shares from the selling stockholder in the offering, less an amount equal to 1% of the public offering price per share (subject to certain adjustments). Hilton expects to fund the share repurchase with available cash, borrowings under its revolving credit facility and/or new unsecured indebtedness. Although the share repurchase will be conditioned upon, among other things, the closing of the offering, the closing of the offering will not be conditioned upon the closing of the share repurchase. The share repurchase has been approved by a committee of the Company’s board of directors comprised of independent directors who are not affiliated with HNA or the selling stockholder, and is apart from, and will not count toward, the Company’s existing share repurchase program.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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