Hilton Worldwide Holdings Inc. (NYSE:HLT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September27, 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, 986,175 shares of common stock of the Company (“Common Stock”) (equal to 6.75% of the number of shares of Common Stock offered in the offering (as defined below)). 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. 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 Company’s audit committee and is to, and will count toward, the Company’s 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.
Item 1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2017, Mr. Jon M. Huntsman, Jr. resigned from the Board of Directors of the Company in connection with his appointment as U.S. ambassador to Russia. Mr. Huntsman’s resignation was not the result of any disagreement with the Company.
Item 1.01 Other Events.
On September28, 2017, the Company issued a press release that announced the pricing of an underwritten secondary offering (the “offering”) of 14,610,000 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 proceeds to the Selling Stockholders of approximately $1.0 billion. The offering is expected to close on October4, 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.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
Hilton Worldwide Holdings Inc. ExhibitEX-10.1 2 d462111dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (this Agreement) is made and entered into as of September 27,…To view the full exhibit click here
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.