Hilton Grand Vacations Inc. (LON:HGV) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
On December19, 2016, Hilton Grand Vacations Trust I LLC (HGV
Trust I), an indirect subsidiary of Hilton Grand Vacations Inc.
(the Company), drew down $300million under the Receivables Loan
Agreement, dated as of May9, 2013 (as amended, the Timeshare
Facility), among HGV Trust I, as borrower, Wells Fargo Bank,
National Association, as paying agent and securities
intermediary, the financial institutions from time to time party
thereto as conduit lenders, committed lenders and managing agents
and Deutsche Bank Securities, Inc., as administrative agent.
Approximately $230million of the proceeds were used to repay
historic intercompany debt owed by the Company and its
subsidiaries to certain subsidiaries of Hilton Worldwide Holdings
Inc. (Hilton Parent). The remaining approximately $70million of
the proceeds will be distributed to Hilton Parent prior to
consummation of the spin-off of the Company from Hilton Parent
(the Spin-Off), which is scheduled to occur on January3, 2017.
Additional information regarding the terms of the Timeshare
Facility is included under the heading Description of Certain
IndebtednessTimeshare Facility in the Companys preliminary
information statement, dated November30, 2016 (theInformation
Statement), filed as Exhibit 99.1 to Amendment No.7 to the
Companys effective registration statement on Form 10 (File
No.001-37794) filed by the Company with the Securities and
Exchange Commission on November30, 2016 (the Form 10).
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed in the Form 10, on November28, 2016 (the
Separation Date), Mr.DavidC. Hayes, formerly the Companys
Executive Vice President and Chief Marketing Officer and a named
executive officer under the Information Statement, separated from
the Company. In connection with such separation, on December23,
2016, Mr.Hayes and Hilton Parent entered into a separation and
release agreement (the Separation Agreement) that governs the
parties certain rights and obligations after the Separation Date
that arise from Mr.Hayes tenure with the Company.
The Separation Agreement contains a general release of all claims
and causes of action against Hilton Parent, as the parent entity
of the Company as of the date of the Separation Agreement until
the effective date of the Spin-Off, the Company and their
successors, subsidiaries, affiliates, past and present officers,
directors, employees, insurers, investors and agents (the General
Release). to the Separation Agreement and in consideration of the
General Release and Mr.Hayes continued compliance therewith and
with the Separation Agreement, Mr.Hayes is entitled to receive
(i)a separation payment of $1,155,000, payable in twelve equal
monthly installments, the first of which payments is to be made
on January1, 2017, (ii) continued eligibility to participate in
Hilton Parents 401(k) plan through the Separation Date,
(iii)eligibility for COBRA continuation health benefits for up to
18 months from the Separation Date at Mr.Hayes expense,
(iv)conversion of Mr.Hayes life insurance sponsored by Hilton
Parent into an individual life insurance policy with Mr.Hayes
being responsible for payment of any premiums subsequent to the
Separation Date, (v)amounts accrued in Mr.Hayes account in Hilton
Parents deferred compensation plan in accordance with such plan,
and (vi)payment for any unused vacation paid in accordance with
Hilton Parents policy. Additionally, to the Separation Agreement,
Mr.Hayes has forfeited his right to any long-term incentive
equity awards that were previously granted to him but remained
unvested as of the Separation Date, as well as any future
long-term incentive equity or cash awards that may have been
earned by Mr.Hayes during 2016 but which would have been awarded
in 2017.
The Separation Agreement contains standard covenants for a
separation agreement of its kind including regarding ongoing
cooperation, return of company property, confidential
information, non-disparagement, non-competition and
non-solicitation. In respect of the non-solicitation and
non-competition covenants, each has a restricted period of one
year from the Separation Date (the Restricted Period). During the
Restricted Period, Mr.Hayes may not enter employment with, render
services to, acquire a financial interest in nor otherwise become
actively involved with certain competitors of the Company, nor
solicit away business or employees of the Company. A copy of the
Separation Agreement will be filed in the Companys Annual Report
on Form 10-K for the fiscal year ending December31, 2016.
About Hilton Grand Vacations Inc. (LON:HGV)
Hasgrove plc is a United Kingdom-based company. The Company is engaged in digital and communication services business. The Company’s subsidiaries Interact Intranet, the Chase and Landmarks Amaze offer a range of digitally focused marketing and technology services. These include digital strategy, communications, infrastructure build and support and intranet solutions as well as traditional design, PR, print and broadcast advertising and brand consulting. The Chase is a creative and design consultancy. Interact is a supplier of intelligent intranet software. Landmarks Amaze is a graphic design company with a focus on business communications. Their core activities include brand support, advocacy communications, investor relations and digital communications.