Park Hotels Change in Fiscal Year

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Park Hotels Change in Fiscal Year

Item 5.03.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 shares of Park Hotels Resorts Inc. (the Company) from
affiliates of The Blackstone Group L.P. (collectively,
Blackstone), the Company has filed an Amended and Restated
Certificate of Incorporation (the Charter) with the Secretary of
State of the State of Delaware.The Charter, effective as of March
15, 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which were no longer applicable following completion of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.;

Increased the size of the Companys board of directors
from nine to 11 directors;

Removed references to Blackstones ownership of at least
40% of the total voting power of the Companys 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 By-Laws
(the By-Laws) in connection with the consummation of the Sale,
effective as of March 15, 2017.The By-Laws included the following
changes:

Removed references to Blackstones ownership of at least
40% of the total voting power of the Companys stock;

Revised certain provisions referencing the Blackstone
Stockholders Agreement, as appropriate, to include
references to the HNA Stockholders Agreement; and

Clarified the date upon which the first annual meeting
shall have been considered to be held.

The Charter was approved prior to the spin-off by the Companys
board of directors and sole stockholder, and following the
spin-off, no further board, stockholder or other corporate action
was required to approve the Charter 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 each such document, which are filed
herewith as Exhibits 3.1 and 3.2, and the terms of which are
incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.1

Amended and Restated Certificate of Incorporation of Park
Hotels Resorts Inc.

3.2

Amended and Restated By-Laws of Park Hotels Resorts Inc.


About Park Hotels & Resorts Inc. (NYSE:PK)

Park Hotels & Resorts Inc., formerly Hilton Worldwide, Inc., is lodging real estate company. The Company has a portfolio of hotels and resorts. The Company operates through ownership segment. The Company’s portfolio consists of approximately 70 hotels and resorts with approximately 36,000 rooms located in the United States and international markets. The Company’s brand affiliations include Conrad Hotels & Resorts, DoubleTree by Hilton, Embassy Suites by Hilton, Hampton by Hilton, Hilton Hotels & Resorts, Hilaton Garden Inn, Curio – A Collection by Hilton, and Waldorf Astoria Hotels & Resorts. The Company’s hotels include Pointe Hilton Squaw Peak Resort, Hilton San Francisco Union Square, Capital Hilton, Hilton Orlando Bonnet Creek, Hilton Atlanta Airport, Hilton Hawaiian Village Beach Resort, Hilton Chicago, Hilton Blackpool, Hilton Belfast and Hilton London Islington.

Park Hotels & Resorts Inc. (NYSE:PK) Recent Trading Information

Park Hotels & Resorts Inc. (NYSE:PK) closed its last trading session up +0.04 at 26.63 with 1,014,771 shares trading hands.