UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 20, 2021
Hilton Grand Vacations Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-37794 | 81-2545345 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6355 MetroWest Boulevard, Suite 180 Orlando, Florida |
32835 | |
(Address of principal executive offices) | (Zip Code) |
(407) 613-3100
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, $0.01 par value per share | HGV | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On May 20, 2021, Hilton Grand Vacations Borrower Escrow, LLC (the Escrow Issuer), Hilton Grand Vacations Borrower Escrow, Inc. (the Escrow Co-Issuer and, together with the Escrow Issuer, the Escrow Issuers) and Hilton Grand Vacations Borrower LLC (the Escrow Guarantor), in its capacity as guarantor of the HGV Escrow Guarantee (as defined below), each a wholly-owned subsidiary of Hilton Grand Vacations Inc. (the Company), entered into a purchase agreement (the Purchase Agreement) with the several initial purchasers party thereto (collectively, the Initial Purchasers), in connection with the offer and sale of $850 million aggregate principal amount of the Escrow Issuers 5.000% Senior Notes due 2029 (the Notes) in a private offering (the Offering) to persons reasonably believed to be qualified institutional buyers in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act. The total size of the Offering was upsized to $850 million, which represents a $175 million increase from the previously announced size of the Offering.
The Purchase Agreement contains customary representations, warranties and covenants by the Escrow Issuers and the Escrow Guarantor, together with customary closing conditions. Under the terms of the Purchase Agreement, the Escrow Issuers and the Escrow Guarantor have agreed to indemnify the Initial Purchasers against certain liabilities. The Offering is expected to close on June 4, 2021, in accordance with the terms of the Purchase Agreement.
Upon the closing of the Companys proposed acquisition (the Merger) of Dakota Holdings Inc. (Diamond), the Escrow Issuer and the Escrow Co-Issuer will merge with and into the Escrow Guarantor and Hilton Grand Vacations Borrower Inc., respectively, each a wholly-owned subsidiary of the Company, and the escrow proceeds will be released as described below. The Escrow Guarantor and Hilton Grand Vacations Borrower Inc. will thereupon assume the obligations under the Notes. Upon the closing of the Merger, the Notes will be guaranteed by the Company, Hilton Grand Vacations Parent LLC, also a wholly-owned subsidiary of the Company, and certain of the Escrow Guarantors existing and future subsidiaries, including certain subsidiaries of Diamond.
The Escrow Issuers, which were created solely to issue the Notes, will deposit the gross proceeds of the Offering into a segregated escrow account until the date that certain escrow release conditions are satisfied and the Escrow Guarantor will agree to pay (the HGV Escrow Guarantee) an amount up to the amount necessary to fund the interest due on the Notes in connection with a special mandatory redemption of the Notes, if the escrow release conditions have not been satisfied by December 13, 2021 (the Escrow End Date) or prior to the Escrow End Date if the merger agreement with Diamond is terminated or the Escrow Issuers notify the trustee under the Notes that the Company is no longer pursuing the Merger.
Upon the closing of the Merger and release of the net proceeds of the Offering from the escrow account (if applicable), the Company intends to use the net proceeds from the Offering to finance the repayment of certain indebtedness in connection with the Merger, with the upsized portion of the Offering expected to be used towards repayment of additional outstanding revolving credit facility borrowings.
This Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering memorandum. This Current Report on Form 8-K does not constitute a notice of repayment of outstanding indebtedness.
Item 8.01 | Other Events. |
On May 20, 2021, the Company issued a press release regarding the pricing of the Offering in accordance with Rule 135c under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
Exhibit 99.1 | Press Release, dated May 20, 2021. | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. Forward-looking statements convey managements expectations as to the Companys future, and are based on managements beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time the Company makes such statements. Forward-looking statements include all statements that are not historical facts, including those related to the proposed Merger and the Companys revenues, earnings, cash flow and operations, and may be identified by terminology such as the words outlook, believe, expect, potential, goal, continues, may, will, should, could, seeks, approximately, projects, predicts, intends, plans, estimates, anticipates future, guidance, target, or the negative version of these words or other comparable words.
The Company cautions you that forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond the Companys control, that may cause its actual results, performance or achievements to be materially different from the future results. Factors that could cause the Companys actual results to differ materially from those contemplated by its forward-looking statements include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Diamond; the inability to complete the proposed Merger due to the failure to obtain stockholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of managements attention from the Companys ongoing business operations due to the transaction; the effect of the announcement of the proposed Merger on the Companys relationships, operating results and business generally; the risk that the proposed Merger will not be consummated in a timely manner; exceeding the expected costs of the Merger; the material impact of the COVID-19 pandemic on the Companys business, operating results, and financial condition; the extent and duration of the impact of the COVID-19 pandemic on global economic conditions; the Companys ability to meet its liquidity needs; risks related to the Companys indebtedness; inherent business risks, market trends and competition within the timeshare and hospitality industries; the Companys ability to successfully source inventory and market, sell and finance VOIs; default rates on the Companys financing receivables; the reputation of and the Companys ability to access Hilton Worldwide Holdings Inc.s (Hilton) brands and programs, including the risk of a breach or termination of the Companys license agreement with Hilton; compliance with and changes to United States and global laws and regulations, including those related to anti-corruption and privacy; risks related to the Companys acquisitions, joint ventures, and other partnerships; the Companys dependence on third-party development activities to secure just-in-time inventory; the performance of the Companys information technology systems and its ability to maintain data security; regulatory proceedings or litigation; adequacy of the Companys workforce to meet its business and operation needs; the Companys ability to attract and retain key executives and employees with skills and capacity to meet its needs; and natural disasters or adverse geo-political conditions. Any one or more of the foregoing factors could adversely impact the Companys operations, revenue, operating margins, financial condition and/or credit rating.
For a more detailed discussion of these factors, see the information under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on March 1, 2021, and its Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2021, and filed with the SEC on April 29, 2021, which may be updated from time to time in the Companys annual reports, quarterly reports, current reports and other filings the Company makes with the SEC.
The Companys forward-looking statements speak only as of the date of this communication or as of the date they are made. The Company disclaims any intent or obligation to update any forward looking statement made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Additional Information about the Proposed Transaction and Where to Find It
This communication may be deemed solicitation material in respect of the proposed Merger. In connection with the proposed Merger transaction, the Company has filed with the SEC a preliminary proxy statement and other documents regarding the proposed Merger, and plans to file with the SEC a definitive proxy statement as well as other documents regarding the proposed Merger. This communication does not constitute a solicitation of any vote or approval. Stockholders are urged to read the preliminary proxy statement, the definitive proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed Merger or incorporated by reference in the proxy statement because they will contain important information about the proposed Merger.
Investors may obtain free of charge the preliminary proxy statement, definitive proxy statement when it becomes available, and other documents filed with the SEC at the SECs website at https://www.sec.gov. In addition, the proxy statement and the Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnish pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the Companys website at https://investors.hgv.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
The directors, executive officers and certain other members of management and employees of the Company may be deemed participants in the solicitation of proxies from stockholders of the Company in favor of the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed Merger can be found in the preliminary proxy statement and the other relevant documents that will be filed with the SEC. You can find information about the Companys executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in its definitive proxy statement for the 2021 annual meeting of stockholders filed with the SEC on Schedule 14A on March 26, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HILTON GRAND VACATIONS INC. | ||
By: | /s/ Charles R. Corbin | |
Charles R. Corbin | ||
Executive Vice President, General Counsel and Secretary |
Date: May 20, 2021
Exhibit 99.1
HILTON GRAND VACATIONS PRICES UPSIZED OFFERING OF SENIOR NOTES
ORLANDO, Fla. (May 20, 2021) Hilton Grand Vacations Inc. (NYSE: HGV) (HGV or the Company) has priced an offering of $850 million aggregate principal amount of new 5.000% senior unsecured notes due 2029 (the notes) to be issued by its wholly-owned subsidiaries, Hilton Grand Vacations Borrower Escrow, LLC and Hilton Grand Vacations Borrower Escrow, Inc. (the Offering).
The total size of the Offering was upsized to $850 million, which represents a $175 million increase from the previously announced size of the Offering.
The notes will mature on June 1, 2029. The Offering is expected to close on June 4, 2021, subject to customary closing conditions.
The private Offering is exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). Hilton Grand Vacations Borrower Escrow LLC and Hilton Grand Vacations Borrower Escrow Inc., which were created solely to issue the notes, will deposit the gross proceeds of the Offering into a segregated escrow account until the date that certain escrow release conditions are satisfied. Upon the closing of the Companys proposed acquisition (the Merger) of Dakota Holdings Inc. (Diamond), Hilton Grand Vacations Borrower Escrow, LLC and Hilton Grand Vacations Borrower Escrow, Inc. will merge with and into Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Borrower Inc., respectively, each a wholly-owned subsidiary of the Company, and the escrow proceeds will be released. Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Borrower Inc. will thereupon assume the obligations under the notes. Upon the closing of the Merger, the notes will be guaranteed by Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC, also a wholly-owned subsidiary of the Company, and certain of Hilton Grand Vacations Borrower LLCs existing and future subsidiaries, including certain subsidiaries of Diamond.
On March 10, 2021, HGV announced it would acquire the timeshare operator Diamond in a stock-based transaction with an equity value of approximately $1.4 billion.
Upon the closing of the Merger and release of the net proceeds of the Offering from the escrow account (if applicable), HGV intends to use the net proceeds from the Offering to finance the repayment of certain indebtedness in connection with the Merger, with the upsized portion of the Offering expected to be used towards repayment of additional outstanding revolving credit facility borrowings.
The notes and related guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption. The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than U.S. persons in compliance with Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes and related guarantees and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Hilton Grand Vacations
Hilton Grand Vacations Inc. (NYSE: HGV) is recognized as a leading global timeshare company. With headquarters in Orlando, Florida, Hilton Grand Vacations develops, markets and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. The Company also manages and operates two innovative club membership programs, Hilton Grand Vacations Club® and The Hilton Club®, providing exclusive exchange, leisure travel and reservation services for nearly 330,000 club members.
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 (the Exchange Act). Forward-looking statements convey managements expectations as to HGVs future, and are based on managements beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time HGV makes such statements. Forward-looking statements include all statements that are not historical facts, including those related to the proposed Merger (defined below) and HGVs revenues, earnings, cash flow and operations, and may be identified by terminology such as the words outlook, believe, expect, potential, goal, continues, may, will, should, could, seeks, approximately, projects, predicts, intends, plans, estimates, anticipates future, guidance, target, or the negative version of these words or other comparable words.
HGV cautions you that forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond HGVs control, that may cause its actual results, performance or achievements to be materially different from the future results. Factors that could cause HGVs actual results to differ materially from those contemplated by its forward-looking statements include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement HGV entered into in connection with the Merger; the inability to complete the proposed Merger due to the failure to obtain stockholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of managements attention from HGVs ongoing business operations due to the transaction; the effect of the announcement of the proposed Merger on HGVs relationships, operating results and business generally; the risk that the proposed Merger will not be consummated in a timely manner; exceeding the expected costs of the Merger; the material impact of the COVID-19 pandemic on HGVs business, operating results, and financial condition; the extent and duration of the impact of the COVID-19 pandemic on global economic conditions; HGVs ability to meet its liquidity needs; risks related to HGVs indebtedness; inherent business risks, market trends and competition within the timeshare and hospitality industries; HGVs ability to successfully source inventory and market, sell and finance VOIs; default rates on HGVs financing receivables; the reputation of and HGVs ability to access Hilton brands and programs, including
the risk of a breach or termination of HGVs license agreement with Hilton; compliance with and changes to United States and global laws and regulations, including those related to anti-corruption and privacy; risks related to HGVs acquisitions, joint ventures, and other partnerships; HGVs dependence on third-party development activities to secure just-in-time inventory; the performance of our information technology systems and HGVs ability to maintain data security; regulatory proceedings or litigation; adequacy of HGVs workforce to meet its business and operation needs; HGVs ability to attract and retain key executives and employees with skills and capacity to meet its needs; and natural disasters or adverse geo-political conditions. Any one or more of the foregoing factors could adversely impact HGVs operations, revenue, operating margins, financial condition and/or credit rating.
For a more detailed discussion of these factors, see the information under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in HGVs most recent Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021, most recent Annual Report on Form 10-K filed with the SEC on March 1, 2021, and as may be updated from time to time in HGVs annual reports, quarterly reports, current reports and other filings HGV makes with the SEC.
HGVs forward-looking statements speak only as of the date of this communication or as of the date they are made. HGV disclaims any intent or obligation to update any forward looking statement made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
Additional Information about the Proposed Transaction and Where to Find It
This communication may be deemed solicitation material in respect of the proposed Merger. In connection with the proposed Merger transaction, the Company has filed with the SEC a preliminary proxy statement and other documents regarding the proposed Merger, and plans to file with the SEC a definitive proxy statement as well as other documents regarding the proposed Merger. This communication does not constitute a solicitation of any vote or approval. Stockholders are urged to read the preliminary proxy statement, the definitive proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed Merger or incorporated by reference in the proxy statement because they will contain important information about the proposed Merger.
Investors may obtain free of charge the preliminary proxy statement, definitive proxy statement when it becomes available, and other documents filed with the SEC at the SECs website at https://www.sec.gov. In addition, the proxy statement and the Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnish pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the Companys website at https://investors.hgv.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
The directors, executive officers and certain other members of management and employees of the Company may be deemed participants in the solicitation of proxies from stockholders of the Company in favor of the proposed Merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of
the Company in connection with the proposed Merger can be found in the preliminary proxy statement and the other relevant documents that will be filed with the SEC. You can find information about the Companys executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in its definitive proxy statement for the 2021 annual meeting of stockholders filed with the SEC on Schedule 14A on March 26, 2021.
Contact
Lauren George
Director, Corporate Communications
Hilton Grand Vacations
P: 1-407-613-8431
E: lauren.george@hgv.com
Mark Melnyk
Vice President, Investor Relations
Hilton Grand Vacations
P: 1-407-613-3327
E: mark.melnyk@hgv.com