Hilton Worldwide Holdings Inc. (NYSE:HLT) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March7, 2017, Hilton Worldwide Finance LLC (the Issuer) and
Hilton Worldwide Finance Corp. (the Co-Issuer and, together with
the Issuer, the Issuers), each an indirect subsidiary of Hilton
Worldwide Holdings Inc. (the Company), entered into a purchase
agreement (the Purchase Agreement) by and among the Issuers, the
Company and Goldman, Sachs Co., for itself and on behalf of the
several initial purchasers named therein (the Initial
Purchasers), providing for the issuance and sale of $900million
in aggregate principal amount of the Issuers 4.625% Senior Notes
due 2025 (the 2025 Notes) and $600million in aggregate principal
amount of the Issuers 4.875% Senior Notes due 2027 (the 2027
Notes and, together with the 2025 Notes, the Notes) in a private
offering to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and to non-U.S. persons in transactions outside
the United States in reliance on Regulation S under the
Securities Act. Each series of the Notes will be issued at 50% of
their par value with a coupon of 4.625% in the case of the 2025
Notes and 4.875% in the case of the 2027 Notes. Interest on each
series of the Notes is payable semi-annually on April1 and
October1 of each year commencing on October1, 2017. The 2025
Notes will mature on April1, 2025 and the 2027 Notes will mature
on April1, 2027. The offering is expected to close, subject to
customary closing conditions, on March16, 2017. The Purchase
Agreement contains customary representations, warranties,
conditions to closing, indemnification rights and obligations of
the parties and termination provisions.

The Issuers intend to use the net proceeds of the offering of the
Notes, together with available cash, to redeem all $1.5billion in
aggregate principal amount of their outstanding 5.625% Senior
Notes due 2021, and to pay the related redemption premium and all
fees and expenses related thereto, and to use any remaining
proceeds for general corporate purposes.

Certain of the Initial Purchasers and their respective affiliates
have engaged in, and may in the future engage in, investment
banking, advisory roles and other commercial dealings in the
ordinary course of business with the Company or its affiliates.
They have received, or may in the future receive, customary fees
and commissions for these transactions. In addition, certain of
the Initial Purchasers or their respective affiliates may receive
a portion of the net proceeds from the offering that are used to
repay the Companys existing indebtedness. Blackstone Advisory
Partners L.P., one of the Initial Purchasers, is also an
affiliate of The Blackstone Group L.P. (Blackstone). Blackstone
and its affiliates owned approximately 40.3% of the Companys
outstanding common stock as of December31, 2016. Affiliates of
certain other Initial Purchasers are also stockholders of the
Company.

The information included in Item 1.01 of this Current Report on
Form 8-K is neither an offer to sell nor a solicitation of an
offer to buy any securities of the Company or its subsidiaries.

Furnished as Exhibit 99.1 to this Current Report are unaudited
pro forma condensed consolidated financial statements of the
Company, as of December31, 2016 and for the years ended
December31, 2016, 2015 and 2014, that present the historical
consolidated financial statements of the Company adjusted to
reflect the January3, 2017 spin-offs of Park Hotels Resorts Inc.
and Hilton Grand Vacations Inc. by the Company, the intended
refinancing of the Companys senior secured term loan facility due
2020 and repricing of its existing senior secured term loan
facility due 2023, and the issuance of the Notes and intended
application of the net proceeds therefrom.

The information included in Item 7.01 of this Current Report
(including the exhibit attached hereto) is being furnished and
shall not be deemed filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of such section. The
information in Item 7.01 of this Current Report shall not be
incorporated by reference into any filing under the Securities
Act, unless specifically incorporated by reference into any such
filing. This Current Report will not be deemed an admission as to
the materiality of any information in this Current Report that is
required to be disclosed solely by Regulation FD.

The information in item 7.01 of this Current Report is neither an
offer to sell nor a solicitation of an offer to buy any
securities of the Company or its subsidiaries.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING
STATEMENTS

Information set forth in this Current Report contains
forward-looking statements within the meaning of the federal
securities laws and the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are subject to a number
of risks and uncertainties. A discussion of factors that may
affect future results is contained in the Companys Annual Report
on Form 10-K for
the year ended December31, 2016, as such factors may be updated
from time to time in the Companys periodic filings with the
Securities and Exchange Commission. The Company disclaims any
obligation to update forward-looking statements, except as may be
required by law.

(d)
Exhibits.

About Hilton Worldwide Holdings Inc. (NYSE:HLT)

Hilton Worldwide Holdings Inc. is a hospitality company. The Company is engaged in owning, leasing, managing, developing and franchising hotels, resorts and timeshare properties. The Company operates through three segments: ownership, management and franchise, and timeshare. The Company’s ownership segment consisted of 146 hotels with 59,463 rooms at December 31, 2015. Through management and franchise segment, the Company had 4,419 hotels with 691,887 rooms at December 31, 2015. As of December 31, 2015, through the timeshare segment, the Company had 45 properties comprising 7,152 units. It markets and sells timeshare intervals; operates timeshare resorts and a timeshare membership club, and provides consumer financing. Its brand portfolio includes its luxury and lifestyle hotel brands, such as Waldorf Astoria Hotels & Resorts, Embassy Suites by Hilton, Hilton Garden Inn, Hampton by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton and Tru by Hilton.

Hilton Worldwide Holdings Inc. (NYSE:HLT) Recent Trading Information

Hilton Worldwide Holdings Inc. (NYSE:HLT) closed its last trading session up +1.10 at 57.51 with 2,443,194 shares trading hands.