- Record date December 15, 2016; Park and
HGV to begin “regular way” trading on the New York Stock Exchange
on January 4, 2017
- Hilton shareholders to receive two
shares of Park, one share of HGV for every 10 shares of Hilton;
Hilton to effectuate 1-for-3 reverse stock split following
distribution
Hilton Worldwide Holdings (NYSE: HLT) (“Hilton”) today announced
that its Board of Directors has approved the distribution to its
shareholders of all of the outstanding shares of Park Hotels &
Resorts Inc. (“Park”), which will become the holder of a portfolio
of hotels and resorts previously held by Hilton, and Hilton Grand
Vacations Inc. (“HGV”), Hilton’s timeshare business. The spin-off
transactions are expected to be completed on January 3, 2017, and
Park and HGV will begin regular-way trading on the New York Stock
Exchange (NYSE) under the ticker symbols “PK” and “HGV,”
respectively, on January 4, 2017. The Hilton Board also approved a
1-for-3 reverse stock split for Hilton, which will become effective
after market close on January 3, 2017.
“As three independent companies, Hilton, Park Hotels &
Resorts, and Hilton Grand Vacations will be well-positioned to
capture incremental growth opportunities and capital market
efficiencies in their respective business,” said Christopher J.
Nassetta, president & chief executive officer of Hilton. “With
the appropriate leadership, strategic vision, and capital
structures now in place at both Park and HGV, I am confident that
each business will enhance long-term value for its respective
shareholders.”
Hilton plans to host an Investor Day on Thursday, December 8,
2016. More information about the event, including how to register
for the webcast, can be found at http://ir.hiltonworldwide.com.
Additional Details on the Distribution
The Hilton Board has approved a distribution of one share of
Park common stock for each five shares of Hilton common stock and
one share of HGV common stock for each 10 shares of Hilton common
stock held as of 5:00 p.m., Eastern Time on December 15, 2016, the
record date for the distribution. No fractional shares of Park or
HGV common stock will be issued. Instead, the distribution agent
will aggregate fractional shares of Park and HGV common stock and
sell the whole shares in the open market. The aggregate net cash
proceeds of the sales will be ratably distributed to those
shareholders who would otherwise have received fractional shares of
Park and HGV common stock.
Hilton currently has approximately 990 million shares
outstanding. Based on this number and the respective distribution
ratio for each spin-off, approximately 198 million shares of Park
common stock and approximately 99 million shares of HGV common
stock will be distributed to Hilton shareholders.
Reverse Stock Split of Hilton Shares
The Hilton Board also approved a 1-for-3 reverse split of Hilton
shares that will be effective immediately following the
distribution of Park and HGV shares. Every three shares of Hilton
will be automatically combined into one share of Hilton common
stock, which will reduce the number of issued and outstanding
shares of Hilton common stock from approximately 990 million to
approximately 330 million. No fractional shares will be issued in
connection with the reverse stock split. Shareholders who would
otherwise be entitled to receive a fractional share of Hilton
common stock will receive a cash payment in lieu of the fractional
share.
Trading of Hilton, Park and HGV Shares
Following the spin-offs, all three companies will be listed on
the NYSE. Hilton shares will continue to trade on the NYSE under
the ticker symbol "HLT." Park shares will trade under the ticker
symbol “PK” and HGV shares will trade under the ticker symbol
“HGV.” Hilton expects that on or about December 13, 2016, shares of
Park and HGV will trade on a “when issued” basis under the ticker
symbols “PK WI” and “HGV WI,” respectively. Concurrently, “ex
distribution” trading in Hilton common stock under the symbol “HLT
WI” will commence alongside “regular way” trading for Hilton common
stock. Park and HGV will begin “regular way” trading on January 4,
2017, at which time “regular way” trading in Hilton shares will
reflect both the distribution of the Park and HGV shares and the
reverse stock split.
Hilton shareholders who sell their shares of Hilton common stock
in the “regular way” market prior to or on the distribution date
will also be selling their right to receive the distribution of
shares of Park common stock and HGV common stock. Shareholders are
encouraged to consult with their financial advisors regarding the
specific implications of selling Hilton common stock.
Hilton shareholders are not required to take any action to
receive the shares of PK or HGV common stock in the distribution or
in connection with the reverse stock split, and they will not be
required to surrender or exchange their Hilton shares.
The distribution agent, transfer agent, and registrar for the
Hilton, Park and HGV shares will be Wells Fargo Bank, N.A. For
questions relating to the transfer or mechanics of the stock
distribution or the reverse stock split, shareholders may contact
Wells Fargo Shareowner Services c/o Hilton Worldwide Holdings Inc.
at P.O. Box 64874, St. Paul, MN 55164-0874, or by phone at:
1-800-468-9716. If shares are held by a bank, broker or other
nominee, shareholders should contact that institution directly.
Additional Information
Hilton intends for the distribution of PK and HGV common stock
to be tax-free for its shareholders, except with respect to any
cash received in lieu of fractional shares, and expects to complete
the distribution after the close of business on January 3, 2017.
Consummation of the spin-offs remains subject to the satisfaction
or waiver of certain conditions.
Following completion of the spin-offs, Hilton will continue to
be led by its current president and chief executive officer,
Christopher J. Nassetta. As previously announced, Thomas J.
Baltimore, Jr. will serve as president, chief executive officer and
as a director of Park. Mark Wang, executive vice president of
Hilton and president, Hilton Grand Vacations since March 2008, will
serve as president, chief executive officer and as a director of
HGV.
Park and HGV recently announced appointments to their respective
Boards of Directors as well as senior executives for each company.
No changes to Hilton's Board of Directors are anticipated as a
result of the spin-offs.
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. 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, including, among others, risks inherent to the
hospitality industry, macroeconomic factors beyond Hilton's
control, competition for hotel guests, management and franchise
agreements and timeshare sales, risks related to doing business
with third-party hotel owners, Hilton's significant investments in
owned and leased real estate, performance of Hilton's information
technology systems, growth of reservation channels outside of
Hilton's system, risks of doing business outside of the United
States, risks related to Hilton's proposed spin-offs and Hilton's
indebtedness. 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, 2015, filed with the SEC, as such factors may be
updated from time to time in Hilton's periodic filings with the
SEC, 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
Hilton (NYSE: HLT) is a leading global hospitality company,
comprising more than 4,800 managed, franchised, owned and leased
hotels and timeshare properties with nearly 789,000 rooms in 104
countries and territories. For 97 years, Hilton 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 an exclusive member discount, free standard Wi-Fi, as
well as digital amenities that are available exclusively through
the industry-leading Hilton HHonors app, where Hilton 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 on Facebook, Twitter, YouTube,
Flickr, LinkedIn and Instagram.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161205005633/en/
Hilton Contacts:Christian CharnauxInvestor
Contact1-703-883-5205christian.charnaux@hilton.comorNigel
GlennieMedia Contact1-415-298-4424nigel.glennie@hilton.comorPark
Hotels & Resorts Contact:Ian WeissmanInvestor
Contact1-703-584-7441iweissman@pkhotelsandresorts.comorHilton
Grand Vacations Contact:Robert LaFleurInvestor
Contact1-407-722-3327rlafleur@hgvc.com
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