EX-99.A 2 d323023dex99a.htm EXHIBIT A Exhibit A

EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Hilton Grand Vacations Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Dated:     January 13, 2017

 

HLT HOLDCO III LLC
By:  

/s/ Kenneth A. Caplan

Name:   Kenneth A. Caplan
Title:   Senior Managing Director
HLT HOLDCO II LLC
By:  

/s/ Kenneth A. Caplan

Name:   Kenneth A. Caplan
Title:   Senior Managing Director
HLT HOLDCO LLC
By:  

/s/ Kenneth A. Caplan

Name:   Kenneth A. Caplan
Title:   Senior Managing Director
HLT BREH VI HOLDCO LLC
By:   BH Hotels Holdco LLC, its sole member
By:   Blackstone Real Estate Partners VI L.P., its managing member,
By:   Blackstone Real Estate Associates VI L.P, its general partner
By:   BREA VI L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director

[Hilton Grand Vacations Inc. – Joint Filing Agreement]


HLT A23 HOLDCO LLC
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
HLT BREP VI.TE.2 HOLDCO LLC
By:   HLT BREP VI.TE.2 Holdings Holdco LLC, its sole member
By:   Blackstone Real Estate Partners VI.TE.2 L.P., its sole member
By:   Blackstone Real Estate Associates VI L.P., its general partner
By:   BREA VI L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
HLT A23 BREH VI HOLDCO LLC
By:   HLT BREH VI-A Holdings Holdco LLC, its sole member
By:   Blackstone Real Estate Holdings VI L.P., its sole member
By:   BREP VI Side-by-Side GP L.L.C.
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
HLT BREH INTL II HOLDCO LLC
By:  

/s/ Kenneth A. Caplan

Name:   Kenneth A. Caplan
Title:   Senior Managing Director
BH HOTELS HOLDCO LLC
By:   Blackstone Real Estate Partners VI L.P., its managing member,
By:   Blackstone Real Estate Associates VI L.P, its general partner
By:   BREA VI L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BLACKSTONE REAL ESTATE PARTNERS VI L.P.
By:   Blackstone Real Estate Associates VI L.P., its general partner
By:   BREA VI L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BLACKSTONE REAL ESTATE ASSOCIATES VI L.P.
By:   BREA VI L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director

[Hilton Grand Vacations Inc. – Joint Filing Agreement]


BREA VI L.L.C.
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BLACKSTONE CAPITAL PARTNERS V L.P.
By:   Blackstone Management Associates V L.L.C., its general partner
By:   BMA V L.L.C., its sole member
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer
BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C.
By:   BMA V L.L.C., its sole member
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer
BMA V L.L.C.
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer
HLT BREP VI.TE.2 HOLDINGS HOLDCO LLC
By:   Blackstone Real Estate Partners VI.TE.2 L.P., its sole member
By:   Blackstone Real Estate Associates VI L.P., its general partner
By:   BREA VI L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 L.P.
By:   Blackstone Real Estate Associates VI L.P., its general partner
By:   BREA VI L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
HLT BREH VI-A HOLDINGS HOLDCO LLC
By:   Blackstone Real Estate Holdings VI L.P., its sole member
By:   BREP VI Side-by-Side GP L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director

[Hilton Grand Vacations Inc. – Joint Filing Agreement]


BLACKSTONE REAL ESTATE HOLDINGS VI L.P.
By:   BREP VI Side-by-Side GP L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BREP VI SIDE-BY-SIDE GP L.L.C.
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
HLT BREH INTL II HOLDINGS HOLDCO LLC
By:   Blackstone Real Estate Holdings International II-Q L.P., its sole member
By:   BREP International II-Q GP L.P., its general partner
By:   BREP International II-Q GP L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BLACKSTONE REAL ESTATE HOLDINGS INTERNATIONAL II-Q L.P.
By:   BREP International II-Q GP L.P., its general partner
By:   BREP International II-Q GP L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BREP INTERNATIONAL II-Q GP L.P.
By:   BREP International II-Q GP L.L.C., its general partner
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director
BREP INTERNATIONAL II-Q GP L.L.C.
By:  

/s/ Paul Quinlan

Name:   Paul Quinlan
Title:   Managing Director

[Hilton Grand Vacations Inc. – Joint Filing Agreement]


BLACKSTONE HOLDINGS III L.P.
By:   Blackstone Holdings III GP L.P., its general partner
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer
BLACKSTONE HOLDINGS III GP L.P.
By:   Blackstone Holdings III GP Management L.L.C., its general partner
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer
THE BLACKSTONE GROUP L.P.
By:   Blackstone Group Management L.L.C., its general partner
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer
BLACKSTONE GROUP MANAGEMENT L.L.C.
By:  

/s/ John G. Finley

Name:   John G. Finley
Title:   Chief Legal Officer

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman

[Hilton Grand Vacations Inc. – Joint Filing Agreement]