UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 7, 2022 (
(Exact Name of Registrant as Specified in its Charter)
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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).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 4, 2022, Hilton Grand Vacations Inc., a Delaware corporation (“HGV”), and Hilton Worldwide Holdings Inc. (“Hilton”), entered into an amendment (the “Amendment”) to the Amended and Restated License Agreement, dated March 10, 2021 (the “A&R License Agreement”), that the parties had entered into in connection with HGV’s acquisition of Dakota Holdings, Inc., a Delaware corporation, and Diamond Resorts International, Inc., a Delaware corporation (collectively, “Diamond”), and the related integration of Diamond’s properties, assets and business into HGV.
The Amendment covers, among other items:
| • | a rebranding plan of the majority of the Diamond properties, rooms, and sales facilities into HGV-branded properties, rooms, and sales facilities over a five-year period ending on December 31, 2026, setting forth annual and cumulative target room conversions; |
| • | escalated royalty fee if the applicable target room conversion is not achieved, which is subject to reverting back to the original royalty fee if HGV catches up to subsequent years’ targets; and |
| • | certain parameters and conditions related to the offer and sale by HGV of its new “HGV Max” branded product that provides access across legacy HGV and both converted and unconverted Diamond properties. |
The Amendment also addresses certain other matters, such as property safety standards that have to be met before the Diamond properties may be converted, disclosure to be made to consumers who gain access to Diamond properties, and Hilton’s right to review HGV’s sales, reservations, and marketing materials and activities related to the HGV Max branded product.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | First Amendment to Amended and Restated License Agreement, dated as of April 4, 2022, between Hilton Grand Vacations Inc. and Hilton Worldwide Holdings Inc. | |
| 101 | Interactive Data File - XBRL tags are embedded within the Inline XBRL document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: April 7, 2022