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Will result in three, fully activated, pure-play companies
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Intends to elect REIT status for the newly formed real estate
company, making it one of the largest and most geographically
diversified publicly traded lodging REITs
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Newly formed timeshare company would retain an exclusive, long-term
affiliation with Hilton Worldwide
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Simplifies and focuses Hilton Worldwide’s business model on its
core, capital efficient fee business
Hilton Worldwide (NYSE:HLT) today announced plans to enhance long-term
shareholder value by spinning off the bulk of its real estate business
into a publicly traded real estate investment trust (REIT) and by
spinning off its timeshare business, Hilton Grand Vacations (HGV), as a
separate publicly traded company.
“The transactions we announced today will result in three pure-play
companies, enabling dedicated management teams to fully activate their
respective businesses, taking advantage of both organic and inorganic
growth opportunities as well as capital market and tax efficiencies,”
said Christopher J. Nassetta, president & CEO of Hilton Worldwide. “We
intend to have the appropriate leadership, strategies and capital
structures in place to set up all three companies for further success.”
Additional Transaction Details
Hilton Worldwide has received a private letter ruling from the Internal
Revenue Service on certain issues relevant to the qualification of the
spin-offs as tax-free. These transactions will be effected through a
distribution of the new entities’ stock to existing Hilton Worldwide
shareholders. The intention is to file appropriate registration
statements with the Securities and Exchange Commission (SEC) during the
second quarter and to complete both spin-offs by the end of the year.
Hilton Worldwide intends to elect REIT status for the newly formed real
estate company, which will include approximately 70 properties and
35,000 rooms, forming one of the largest and most geographically
diversified publicly traded lodging REITs. The REIT will have a high
quality portfolio of luxury and upper upscale assets, located across
high-barrier-to-entry urban and convention markets, top resort
destinations, select international regions and strategic airport
locations.
Hilton Worldwide expects the newly formed timeshare company to manage
nearly 50 club resorts in the United States and Europe and have an
exclusive, long-term license agreement with Hilton Worldwide to market,
sell and operate resorts under the Hilton Grand Vacations brand.
Hilton Worldwide will disclose more details of the proposed timeshare
and real estate transactions upon the filing of appropriate registration
statements with the SEC, including financial and other details. The
transactions are subject to execution of intercompany agreements,
arrangement of adequate financing facilities, the effectiveness of the
registration statements, final approval by Hilton Worldwide’s Board of
Directors and other customary conditions. The spin-off transactions will
not require a shareholder vote. The spin-offs are expected to be
completed by year-end but there can be no assurance regarding the
ultimate timing of the spin-offs or that either or both of the spin-offs
will ultimately occur.
Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as
financial advisors to the Company.
Investor Call
Hilton will host its fourth quarter and full year 2015 financial results
conference call at 10:00 a.m. Eastern Time today, February 26.
Participants may listen to the live webcast by logging onto the Hilton
Worldwide Investor Relations website at http://ir.hiltonworldwide.com/events-and-presentations.
A replay and transcript of the webcast will be available within 24 hours
after the live event at http://ir.hiltonworldwide.com/financial-reporting/quarterly-results.
Alternatively, participants may listen to the live call by dialing
1-888-317-6003 in the United States or 1-412-317-6061 internationally
with the Conference ID 0824669. Participants are encouraged to dial into
the call or link to the webcast at least fifteen minutes prior to the
scheduled start time. A telephone replay will be available for seven
days following the call. To access the telephone replay, dial
1-877-344-7529 or 1-412-317-0088 using the replay access code 10079673.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended. These
statements include, but are not limited to, statements related to the
intended spin-offs and their expected benefits and other non-historical
statements. You can identify these forward-looking statements by the use
of words such as "outlook," "believes," "expects," "potential,"
"continues," "may," "will," "should," "could," "seeks," "projects,"
"predicts," "intends," "plans," "estimates," "anticipates" or the
negative version of these words or other comparable words. Such
forward-looking statements are subject to various risks and
uncertainties. Additional factors that could cause Hilton's results to
differ materially from those described in the forward-looking statements
can be found under the section entitled "Part I—Item 1A. Risk Factors"
of the Annual Report on Form 10-K for the fiscal year ended December 31,
2014, filed with the SEC, as such factors may be updated from time to
time in Hilton's periodic filings with the SEC, including by Hilton’s
Form 10-K for the fiscal year ended December 31, 2015 which is expected
to be filed on or about the date of this press release, which are
accessible on the SEC's website at www.sec.gov.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in this release and in Hilton's filings with the SEC.
The Company undertakes no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law.
About Hilton Worldwide
Hilton Worldwide (NYSE:HLT) is a leading global hospitality company,
comprised of more than 4,600 managed, franchised, owned and leased
hotels and timeshare properties with more than 758,000 rooms in 100
countries and territories. For 96 years, Hilton Worldwide has been
dedicated to continuing its tradition of providing exceptional guest
experiences. The company's portfolio of 13 world-class global brands
includes Hilton Hotels & Resorts, Waldorf Astoria Hotels & Resorts,
Conrad Hotels & Resorts, Canopy by Hilton, Curio - A Collection by
Hilton, DoubleTree by Hilton, Embassy Suites by Hilton, Hilton Garden
Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton, Home2
Suites by Hilton and Hilton Grand Vacations. The company also manages an
award-winning customer loyalty program, Hilton HHonors®. Hilton HHonors
members who book directly through preferred Hilton channels have access
to benefits including free standard Wi-Fi, as well as digital amenities
that are available exclusively through the industry-leading Hilton
HHonors app, where HHonors members can check-in, choose their room, and
access their room using a Digital Key. Visit news.hiltonworldwide.com
for more information and connect with Hilton Worldwide on Facebook,
Twitter,
YouTube,
Flickr,
LinkedIn
and Instagram.
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