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


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


Entry into a Material Definitive Agreement.

On June6, 2017, Hilton Worldwide Holdings Inc. (the Company)
entered into a share repurchase agreement (the Share Repurchase
Agreement) with the Selling Stockholders (as defined below) to
which it agreed to repurchase, directly from the Selling
Stockholders, up to 1,500,000 shares of common stock of the
Company (Common Stock). The share repurchase will be effected in
a private, non-underwritten transaction at a price per share
equal to the price paid by the underwriters in the offering (as
defined below). The Company expects to fund the share repurchase
from cash on hand. The share repurchase is expected to be
consummated concurrently with the offering. Although the
completion of the share repurchase is conditioned upon the
closing of the offering, the closing of the offering is not
conditioned upon the closing of the share repurchase. The share
repurchase was approved by the Companys audit committee and is
to, and will count toward, the Companys existing share repurchase
program. The foregoing description of the Share Repurchase
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Share Repurchase
Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K.

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On June8, 2017, Mr.William J. Stein informed the Company that he
intended to resign from the Companys Board of Directors,
effective upon the earlier to occur of the consummation of the
offering (defined below) and June14, 2017. Mr.Steins resignation
was not the result of any disagreement with the Company.

Item8.01 Other Events.

On June8, 2017, the Company issued a press release that announced
the pricing of an underwritten secondary offering (the offering)
of 15,000,000 shares of Common Stock (the Shares). The Shares
were offered by certain entities affiliated with The Blackstone
Group L.P. (the Selling Stockholders), and the offering is
expected to result in gross proceeds to the Selling Stockholders
of $987,300,000. The offering is expected to close on June13,
2017, subject to customary closing conditions. A copy of the
press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.
(d) Exhibits.




10.1 Share Repurchase Agreement, dated June 6, 2017, by and among
Hilton Worldwide Holdings Inc. and each of the entities
identified on Schedule 1 thereto.
99.1 Press release of Hilton Worldwide Holdings Inc., dated June
8, 2017.

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.