UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Park Hotels & Resorts Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
700517105
(CUSIP Number)
Tyler S. Henritze
The Blackstone Group LP
345 Park Avenue
New York, New York 10154
Tel: (212) 583-5000
with a copy to:
Brian M. Stadler
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Tel: (212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 15, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 2 |
1 | NAMES OF REPORTING PERSONS
HLT Holdco III Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
28,487,266 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
28,487,266 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,487,266 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 3 |
1 | NAMES OF REPORTING PERSONS
HLT BREH VI Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
98,597 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
98,597 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,597 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 4 |
1 | NAMES OF REPORTING PERSONS
HLT A23 Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
980,192 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
980,192 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
980,192 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 5 |
1 | NAMES OF REPORTING PERSONS
HLT BREP VI.TE.2 Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,799,114 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,799,114 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,799,114 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 6 |
1 | NAMES OF REPORTING PERSONS
HLT A23 BREH VI Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,802 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
5,802 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,802 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 7 |
1 | NAMES OF REPORTING PERSONS
HLT BREH Intl II Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,616 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
16,616 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,616 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 8 |
1 | NAMES OF REPORTING PERSONS
HLT Holdco II Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
28,487,266 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
28,487,266 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,487,266 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 9 |
1 | NAMES OF REPORTING PERSONS
HLT Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
28,487,266 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
28,487,266 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,487,266 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 10 |
1 | NAMES OF REPORTING PERSONS
HLT BREP VI.TE.2 Holdings Prime Holdco LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,799,114 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,799,114 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,799,114 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 11 |
1 | NAMES OF REPORTING PERSONS
HLT BREH VI-A Holdings Prime Holdco LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,802 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
5,802 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,802 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 12 |
1 | NAMES OF REPORTING PERSONS
HLT BREH Intl II Holdings Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,616 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
16,616 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,616 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 13 |
1 | NAMES OF REPORTING PERSONS
BH Hotels Holdco Prime LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
29,566,055 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
29,566,055 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,566,055 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 14 |
1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Partners VI Prime L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
29,566,055 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
29,566,055 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,566,055 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 15 |
1 | NAMES OF REPORTING PERSONS
Blackstone Capital Partners V Prime L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
29,566,055 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
29,566,055 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,566,055 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 16 |
1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Partners VI.TE.2 Prime L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,799,114 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
2,799,114 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,799,114 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 17 |
1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Holdings VI Prime L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,802 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
5,802 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,802 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 18 |
1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Holdings International II-Q Prime L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Alberta, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,616 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
16,616 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,616 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 19 |
1 | NAMES OF REPORTING PERSONS
Blackstone Real Estate Associates VI L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,799,114 | ||||
8 | SHARED VOTING POWER
29,566,055 | |||||
9 | SOLE DISPOSITIVE POWER
2,799,114 | |||||
10 | SHARED DISPOSITIVE POWER
29,566,055 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,365,169 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 20 |
1 | NAMES OF REPORTING PERSONS
BREA VI L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,799,114 | ||||
8 | SHARED VOTING POWER
29,566,055 | |||||
9 | SOLE DISPOSITIVE POWER
2,799,114 | |||||
10 | SHARED DISPOSITIVE POWER
29,566,055 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,365,169 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 21 |
1 | NAMES OF REPORTING PERSONS
Blackstone Management Associates V L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
29,566,055 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
29,566,055 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,566,055 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 22 |
1 | NAMES OF REPORTING PERSONS
BMA V L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
29,566,055 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
29,566,055 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,566,055 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 23 |
1 | NAMES OF REPORTING PERSONS
BREP VI Side-by-Side GP L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,802 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
5,802 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,802 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 24 |
1 | NAMES OF REPORTING PERSONS
BREP International II-Q GP L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,616 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
16,616 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,616 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 25 |
1 | NAMES OF REPORTING PERSONS
BREP International II-Q GP L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,616 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
16,616 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,616 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 26 |
1 | NAMES OF REPORTING PERSONS
Blackstone Holdings III L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Quebec, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
32,387,587 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
32,387,587 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,387,587 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 27 |
1 | NAMES OF REPORTING PERSONS
Blackstone Holdings III GP L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
32,387,587 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
32,387,587 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,387,587 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 28 |
1 | NAMES OF REPORTING PERSONS
Blackstone Holdings III GP Management L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
32,387,587 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
32,387,587 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,387,587 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 29 |
1 | NAMES OF REPORTING PERSONS
The Blackstone Group L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
32,387,587 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
32,387,587 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,387,587 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 30 |
1 | NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
32,387,587 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
32,387,587 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,387,587 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D | ||||
CUSIP No. 700517105 | 31 |
1 | NAMES OF REPORTING PERSONS
Stephen A. Schwarzman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
32,397,132 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
32,397,132 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,397,132 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
This Amendment No. 1 to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the Common Stock), of Park Hotels & Resorts Inc., a Delaware corporation (the Issuer), and amends the initial statement on Schedule 13D filed on January 13, 2017 (the Original Schedule 13D and, together with this Amendment No. 1, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The information in Item 5(c) of this Schedule 13D is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(b) are hereby amended by amending and restating the first three paragraphs thereof as follows:
(a) and (b) Calculations of the percentage of shares of Common Stock beneficially owned assumes that there are a total of 197,605,195 shares of Common Stock outstanding as of February 23, 2017, as reported in the Issuers Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2017.
The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, HLT Holdco III Prime LLC directly owns 28,487,266 shares of Common Stock, HLT BREH VI Holdco Prime LLC directly owns 98,597 shares of Common Stock, HLT A23 Holdco Prime LLC directly owns 980,192 shares of Common Stock, HLT BREP VI.TE.2 Holdco Prime LLC directly owns 2,799,114 shares of Common Stock, HLT A23 BREH VI Holdco Prime LLC directly owns 5,802 shares of Common Stock, HLT BREH Intl II Holdco Prime LLC directly owns 16,616 shares of Common Stock, and Stephen A. Schwarzman directly holds 9,545 shares of Common Stock.
Item 5(c) is hereby amended and restated as follows:
(c) On March 9, 2017, the Sponsor Stockholders received the shares of Common Stock set forth below as a dividend from the Issuer (the Dividend):
Sponsor Stockholder |
Number of Shares Received in Dividend | |||
HLT Holdco III Prime LLC |
5,729,142 | |||
HLT BREH VI Holdco Prime LLC |
20,093 | |||
HLT A23 Holdco Prime LLC |
197,360 | |||
HLT BREP VI.TE.2 Holdco Prime LLC |
570,497 | |||
HLT A23 BREH VI Holdco Prime LLC |
1,183 | |||
HLT BREH Intl II Holdco Prime LLC |
3,386 | |||
Stephen A. Schwarzman |
723 |
The information in Item 6 of this Schedule 13D is incorporated herein by reference.
Except as set forth in this Amendment No. 1, none of the Reporting Persons has effected any transaction in the past 60 days in the shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by supplementing the HNA Sale section with the following:
On March 15, 2017, the Sale pursuant to the Stock Purchase Agreement, dated as of October 24, 2016, among the Sponsor Stockholders, certain affiliates of the Sponsor Stockholders, and HNA, previously described in this Schedule 13D was completed. Under the terms of the Stock Purchase Agreement, HNA had agreed to acquire 247,500,000 shares of HLT common stock at $26.25 per share, or an aggregate amount in cash of approximately $6.5 billion. The Stock Purchase Agreement contemplated that the Sale would include shares of the common stock of the Issuer and the shares of the common stock of HGV if the Spin-offs were consummated prior to the Sale. After giving effect to the Spin-offs, the 1-for-3 reverse stock split of HLT that was effective on January 3, 2017, and the Dividend, the Sale consisted of 82,500,000 shares of HLT common stock at $54.57 per share, 53,651,453 shares of Issuer Common Stock at $25.45 per share and 24,750,000 shares of HGV common stock at $24.32 per share, which shares were acquired by HNA for the same aggregate consideration of approximately $6.5 billion.
The shares of Common Stock (including Dividend shares) sold by each Sponsor Stockholder to HNA in connection with the Sale are set forth below:
Sponsor Stockholder |
Number of Shares Sold in HNA Sale | |||
HLT Holdco III Prime LLC |
47,096,232 | |||
HLT BREH VI Holdco Prime LLC |
166,521 | |||
HLT A23 Holdco Prime LLC |
1,623,542 | |||
HLT BREP VI.TE.2 Holdco Prime LLC |
4,727,299 | |||
HLT A23 BREH VI Holdco Prime LLC |
9,797 | |||
HLT BREH Intl II Holdco Prime LLC |
28,062 |
Item 6 of the Schedule 13D is hereby amended by amending and restating the first three paragraphs under the Margin Loan Facility section as follows:
HLT Holdco III LLC, an affiliate of the Sponsor Stockholders (the Borrower), has entered into (i) a Margin Loan Agreement dated as of June 30, 2014 (as amended from time to time, the Loan Agreement) with the lenders party thereto (each, a Lender) and Morgan Stanley Senior Funding, Inc. as administrative agent (the Administrative Agent) and (ii) Pledge and Security Agreements, in each case between one of the Lenders or its affiliate, as secured party (each, a Secured Party and, collectively, the Secured Parties) and Borrower, as pledgor (the Borrower Pledge Agreements). In addition, HLT Holdco III LLCs affiliates, HLT Holdco II LLC, HLT BREH Intl II Holdco LLC, HLT BREH VI Holdco LLC, HLT BREP VI.TE.2 Holdco LLC, HLT A23 Holdco LLC, HLT A23 BREH VI Holdco LLC and the Sponsor Stockholders (each, a Guarantor and collectively, the Guarantors) have each entered into (x) with each Secured Party, a Pledge and Security Agreement (each, a Guarantor Pledge Agreement and, collectively with the Borrower Pledge Agreements, the Pledge Agreements) and (y) with the Administrative Agent and the Lenders, a full recourse Guarantee of the Borrowers obligations under the Loan Agreement (each, a Guarantee and, collectively with the Loan Agreement and the Pledge Agreements, the Loan Documents).
As of March 15, 2017, the Borrower has borrowed an aggregate of $1,149,000,000 (not including any interest paid in kind) under the Loan Agreement. Pursuant to the Pledge Agreements, the Borrowers obligations under the Loan Agreement are secured by a pledge of a basket of shares of common stock owned by the Borrower and the Guarantors, initially consisting of shares of common stock of HLT, the Issuer and HGV. As of March 15, 2017, the Borrower and the Guarantors have collectively pledged approximately (i) 50.0 million shares of HLT common stock, (ii) 15.0 million shares of HGV common stock and (iii) 32.4 million shares of Issuer common stock (collectively, the Pledged Shares).
The loans under the Loan Agreement mature on or about June 30, 2018. Upon the occurrence of certain events that are customary for these type of loans, the Lenders may exercise their rights to require the Borrower to pre-pay the loan proceeds, post additional collateral, and the Secured Parties may exercise their rights to foreclose on, and dispose of, the Pledged Shares and other collateral, in each case, in accordance with the Loan Documents.
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 17, 2017
HLT HOLDCO III PRIME LLC | ||
By: | /s/ Kenneth A. Caplan | |
Name: Kenneth A. Caplan | ||
Title: Senior Managing Director | ||
HLT HOLDCO II PRIME LLC | ||
By: | /s/ Kenneth A. Caplan | |
Name: Kenneth A. Caplan | ||
Title: Senior Managing Director | ||
HLT HOLDCO PRIME LLC | ||
By: | /s/ Kenneth A. Caplan | |
Name: Kenneth A. Caplan | ||
Title: Senior Managing Director | ||
HLT BREH VI HOLDCO PRIME LLC | ||
By: | /s/ Kenneth A. Caplan | |
Name: Kenneth A. Caplan | ||
Title: Senior Managing Director | ||
HLT A23 HOLDCO PRIME LLC | ||
By: | /s/ Kenneth A. Caplan | |
Name: Kenneth A. Caplan | ||
Title: Senior Managing Director | ||
HLT BREP VI.TE.2 HOLDCO PRIME LLC | ||
By: HLT BREP VI.TE.2 Holdings Prime Holdco LLC, its sole member | ||
By: Blackstone Real Estate Partners VI.TE.2 Prime 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 |
[Park Hotels & Resorts Inc. Schedule 13D/A]
HLT A23 BREH VI HOLDCO PRIME LLC | ||
By: HLT BREH VI-A Holdings Prime Holdco LLC, its sole member | ||
By: Blackstone Real Estate Holdings VI Prime 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 PRIME LLC | ||
By: | /s/ Kenneth A. Caplan | |
Name: Kenneth A. Caplan | ||
Title: Senior Managing Director | ||
BH HOTELS HOLDCO PRIME LLC | ||
By: Blackstone Real Estate Partners VI Prime 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 | ||
By: Blackstone Capital Partners V Prime L.P., its managing member | ||
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 REAL ESTATE PARTNERS VI PRIME 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 | ||
BREA VI L.L.C. | ||
By: | /s/ Paul Quinlan | |
Name: Paul Quinlan | ||
Title: Managing Director |
[Park Hotels & Resorts Inc. Schedule 13D/A]
BLACKSTONE CAPITAL PARTNERS V PRIME 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 PRIME HOLDCO LLC | ||
By: Blackstone Real Estate Partners VI.TE.2 Prime 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 PRIME 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 PRIME HOLDCO LLC | ||
By: Blackstone Real Estate Holdings VI Prime 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 | ||
BLACKSTONE REAL ESTATE HOLDINGS VI PRIME 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 |
[Park Hotels & Resorts Inc. Schedule 13D/A]
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 PRIME LLC | ||
By: Blackstone Real Estate Holdings International II-Q Prime 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 PRIME 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 | ||
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 |
[Park Hotels & Resorts Inc. Schedule 13D/A]
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 |
[Park Hotels & Resorts Inc. Schedule 13D/A]