MCLEAN, Va.--April 10, 2018--Hilton Worldwide Holdings Inc. (NYSE:HLT) (“Hilton”) announced today that its indirect subsidiary Hilton Domestic Operating Company Inc. (the “Issuer”) intends to offer $500 million aggregate principal amount of the Issuer’s Senior Notes due 2026 (the “Notes”). The Issuer intends to use the proceeds from the offering, together with available cash and borrowings under Hilton’s revolving credit facility, to fund the repurchase of 10,000,000 shares of common stock of Hilton beneficially owned by HNA Tourism Group Co., Ltd. Any remaining proceeds will be used for general corporate purposes. In the event Hilton elects to purchase up to 6,500,000 additional shares, Hilton expects to fund such purchase with available cash, incremental borrowings under its revolving credit facility and/or an increase in the principal amount of the Notes.

The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered, by the initial purchasers, only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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