Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes were sold in
The Company used
The Notes will mature on
The Notes are fully and unconditionally guaranteed, jointly and severally, by
the Company, the sole member of PIH, and each existing and future restricted
wholly-owned subsidiary of PIH (other than the Co-Issuers) that incurs or
guarantees any indebtedness under certain of the Company's credit facilities,
any additional first lien obligations, certain other bank indebtedness or any
other material capital markets indebtedness (each, a "subsidiary guarantor" and
together with the Company, the "guarantors"). The notes are secured, subject to
certain permitted liens, by a first priority security interest in all of the
capital stock (the "Collateral") of certain specified wholly owned subsidiaries
of certain of the guarantors and
The Issuers may redeem the Notes at any time prior to
In addition, at any time prior to
The Indenture contain customary covenants that will limit the Issuers' ability and, in certain instances, the ability of the Issuers' subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important
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exceptions and qualifications set forth in the Indenture. In addition, the Indenture will require PIH to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis.
In the event of a change of control and certain credit rating downgrades of the Notes, the Issuers must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date.
Events of default under the Indenture include, among others, the following with respect to the Notes: default for 30 days in the payment when due of interest on the Notes; default in payment when due of the principal of, or premium, if any, on the Notes; failure to comply with certain covenants in the Indenture and related security documents for 60 days upon the receipt of notice from the trustee or holders of 25% in aggregate principal amount of the Notes of such series; acceleration or payment default of indebtedness of the Issuers or a significant subsidiary thereof in excess of a specified amount that remains uncured for 30 days; final judgments against PIH, the Corporate Co-Issuer or a significant subsidiary in excess of a specified amount that remains unpaid for 60 days; the security documents related to the Notes ceasing to be effective with respect to certain Collateral in excess of a specified amount; and certain events of bankruptcy or insolvency with respect to the Company, PIH or a significant subsidiary. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, PIH or a significant subsidiary, all Notes then outstanding will become due and payable immediately without further action or notice. If any other event of default occurs with respect to the Notes, the trustee or holders of 25% in aggregate principal amount of the Notes may declare all such Notes to be due and payable immediately.
The description set forth above is qualified in its entirety by the full text of the Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 with respect to the Indenture is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofMay 29, 2020 , among Park IntermediateHoldings LLC ,PK Domestic Property LLC ,PK Finance Co-Issuer Inc. ,Park Hotels & Resorts Inc. , the subsidiary guarantors party thereto andThe Bank of New York Mellon , as trustee. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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