Hilton Grand Vacations Inc. (NYSE:HGV) Files An 8-K Material Modification to Rights of Security Holders
Item3.03. Material Modification to Rights of Security Holders.
The information set forth under Item5.03 below is incorporated by
reference into this Item3.03.
Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
In connection with the consummation of the previously announced
transaction (the Sale), to which HNA Tourism Group Co., Ltd.
(HNA) acquired approximately 25% of the outstanding shares of
common stock of Hilton Grand Vacation Inc. (the Company) from
affiliates of The Blackstone Group L.P. (collectively,
Blackstone), the Company filed an Amended and Restated
Certificate of Incorporation (theCharter) with the Secretary of
State of the State of Delaware. The Charter, effective as of
March15, 2017, included the following changes:
|
Removed references to the spin-off distribution ratio, which were no longer applicable following completion of the Companys spin-off from Hilton Worldwide Holdings Inc.; |
|
Removed references to Blackstones ownership of at least 40% of the total voting power of the Companys common stock; |
|
Revised certain provisions referencing the Blackstone Stockholder, as appropriate, to include references to HNA; and |
| Clarified the Companys forum selection provision. |
In addition, the Company adopted its Amended and Restated its
By-Laws (the By-Laws), effective as of March15, 2017, in
connection with the consummation of the Sale. The By-Laws
included the following changes:
|
Removed references to Blackstones ownership of at least 40% of the total voting power of the Companys common stock; and |
|
Revised certain provisions referencing the Blackstone Stockholders Agreement, as appropriate, to include references to the HNA Stockholders Agreement. |
The Charter was approved prior to the Spin-Off by the Board of
Directors (Board) of the Company and the Companys sole
stockholder, and following the Spin-Off, no further Board,
stockholder or other corporate action was required to approve the
Charter or the By-Laws to be adopted in connection with
consummation of the Sale.
The Charter and the By-Laws are qualified in their entirety by
reference to the full text of such documents, which are filed
herewith as Exhibits 3.1 and 3.2, respectively, and the terms of
which are incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Hilton Grand Vacations Inc. |
|
| 3.2 | Amended and Restated By-Laws of Hilton Grand Vacations Inc. |
About Hilton Grand Vacations Inc. (NYSE:HGV)
Hilton Grand Vacations Inc. is a timeshare company that markets and sells vacation ownership intervals (VOIs), manages resorts in leisure and urban destinations, and operates a points-based vacation club. The Company operates its business across two segments: Real Estate Sales and Financing, and Resort Operations and Club Management. As of September 30, 2016, the Company had 46 resorts, representing 7,592 units, and approximately 265,000 Hilton Grand Vacations Club (the Club) members. Club members can exchange their Club points for stays at any resort or any property in the Hilton system of various brands across over 4,700 properties, as well as various vacation options, such as cruises and guided tours. VOI product allows customers to purchase a lifetime of vacations. The Company offers amenities, such as full kitchens, in-unit washers and dryers, spas and kids’ clubs along with beach-front locations. Hilton Grand Vacations Inc. (NYSE:HGV) Recent Trading Information
Hilton Grand Vacations Inc. (NYSE:HGV) closed its last trading session up +0.14 at 29.03 with 536,359 shares trading hands.