Hilton Worldwide Holdings Inc. (NYSE:HLT) intends to spin-off bulk of real estate business on February 26, 2016. Simultaneously, Hilton Worldwide intends to spin-off timeshare business, Hilton Grand Vacations (HGV), as a separate publicly traded company. The transactions will result in three pure-play companies. These transactions will be effected through a distribution of the new entities' stock to existing Hilton Worldwide shareholders. The shareholders of Hilton Worldwide Holdings Inc. will receive two shares of Park Hotels & Resorts Inc. (Park) common stock for every ten shares of Hilton Worldwide Holdings Inc. common stock held at the close of business on December 15, 2016, the record date for distribution. Park Hotels & Resorts Inc. is expected to begin trading on the New York Stock Exchange under the ticker symbol PK on January 4, 2017. Every three shares of Hilton will be automatically combined into one share of Hilton common stock, which will reduce the number of issued and outstanding shares of Hilton common stock from approximately 990 million to approximately 330 million. No fractional shares of Park common stock will be issued. Instead, the distribution agent will aggregate fractional shares of Park common stock and sell the whole shares in the open market.

The transactions are subject to execution of intercompany agreements, arrangement of adequate financing facilities, the effectiveness of the registration statements, receipt of opinions concerning the tax-free nature of the transactions and the qualification of the entity holding the ownership business as a real estate investment trust, final approval by Hilton Worldwide's Board of Directors and other customary conditions including normal and customary regulatory approvals and third-party consents and satisfaction or waiver of certain conditions. As of December 5, 2016, The Board of Hilton Worldwide Holdings approved the deal, it also approved a 1-for-3 reverse split of Hilton shares that will be effective immediately following the distribution of Park and HGV shares. The spin-off transactions will not require a shareholder vote. The spin-offs are expected to be completed by end of 2016. As on April 27, 2016, Hilton Worldwide announced that Thomas J. Baltimore, Jr. will operate as president and Chief Executive Officer and Sean M. Dell'Orto as Chief Financial Officer of the proposed company. As of June 2, 2016 it was announced that post spin off the company will be named as Park Hotels & Resorts. As on July 27, 2016 Hilton Worldwide Holdings Inc. filed for registration statement effectiveness. As of November 16, 2016, Matthew Sparks has been appointed as the Chief Investment Officer of Park Hotels & Resorts.

Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as financial advisors to Hilton Worldwide. Josh Bonnie, Edgar Lewandowski, Will Golden, Jo Djekovic, Nick Milonas, Thomas Killeen, Eric Swedenburg, Mitch Ryan, Grady Chang, John Hart, Andrew Purcell, George Davis, Brian Gluck, Benjamin Baucom, Greg Grogan, Aimee Adler, Jennifer Pepin, Samantha Steinfeld and Ellen Smiley of Simpson Thacher acted as legal advisors for Hilton Worldwide Holdings. BofA Merrill Lynch acted as financial advisor for Hilton. Weil, Gotshal & Manges LLp advised Hilton Worldwide Holdings Inc. (NYSE:HLT). Wells Fargo Bank, N.A. acted as the distribution agent, transfer agent, and registrar for the Park shares. Hogan Lovells and Womble Carlyle acted as legal advisors while Ernst & Young and KPMG provided tax advice in the deal.

Hilton Worldwide Holdings Inc. (NYSE:HLT) completed the spin off bulk of real estate business for $5.9 billion on January 3, 2017.