Item 8.01 Other Events.
On January 19, 2021, Hilton Domestic Operating Company Inc. (the "Issuer"), an
indirect subsidiary of Hilton Worldwide Holdings Inc. (the "Company"), entered
into a purchase agreement (the "Purchase Agreement") by and among the Issuer,
the Company, the other guarantors party thereto and BofA Securities, Inc., for
itself and on behalf of the several initial purchasers named therein (the
"Initial Purchasers"), providing for the issuance and sale of $1.5 billion in
aggregate principal amount of the Issuer's 3.625% Senior Notes due 2032 (the
"Notes") in a private offering to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"), and to non-U.S. persons in transactions outside the United States in
reliance on Regulation S under the Securities Act. The Notes will be issued at
100% of their par value with a coupon of 3.625%. Interest on the Notes will be
payable semi-annually on February 15 and August 15 of each year commencing on
August 15, 2021. The Notes will mature on February 15, 2032. The offering is
expected to close, subject to customary closing conditions, on February 2, 2021.
The Purchase Agreement contains customary representations, warranties,
conditions to closing, indemnification rights and obligations of the parties and
termination provisions.
The Issuer intends to use the net proceeds of the offering of the Notes,
together with available cash, to redeem all $1.5 billion in aggregate principal
amount of its outstanding 5.125% Senior Notes due 2026 (the "2026 Notes") and to
pay the related redemption premium and all fees and expenses related thereto.
Certain of the Initial Purchasers and their respective affiliates have engaged
in, and may in the future engage in, investment banking, advisory roles and
other commercial dealings in the ordinary course of business with the Company or
its affiliates. They have received, or may in the future receive, customary fees
and commissions for these transactions. In addition, certain of the Initial
Purchasers or their respective affiliates may be holders of the 2026 Notes and
may receive a portion of the net proceeds from the offering that are used to
fund the redemption of such notes.
The information included in Item 8.01 of this Current Report on Form 8-K is
neither an offer to sell nor a solicitation of an offer to buy any securities of
the Company or its subsidiaries.
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