Item 1.01. Entry into a Material Definitive Agreement.

Apollo Stockholders Agreement

On August 2, 2021, Hilton Grand Vacations Inc. ("HGV" or the "Company") completed the previously announced acquisition of Diamond Resorts International, Inc. pursuant to the Agreement and Plan of Merger, dated as of March 10, 2021, as amended (the "Merger Agreement"), by and among HGV, Hilton Grand Vacations Borrower LLC, a Delaware limited liability company and a wholly-owned subsidiary of HGV ("HGV Borrower"), Dakota Holdings, Inc., a Delaware corporation ("Diamond") that is controlled by investment funds and vehicles managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries, "Apollo Investors"), and the stockholders of Diamond, pursuant to which Diamond merged with and into HGV Borrower (the "Merger").

Concurrently with the consummation of the Merger, the Company, the Apollo Investors, and, for certain limited purposes, Hilton Worldwide Holdings Inc. ("Hilton"), entered into a stockholders agreement, substantially in the form that was attached to the Merger Agreement (the "Stockholders Agreement"), that will govern certain terms of Apollo Investors' investment in HGV. The following summarizes material provisions of the terms of the Stockholders Agreement.

Board and Governance Terms

Board Seats

The Apollo Investors will initially be entitled to designate two individuals (the "Apollo Designees") to serve on HGV's board of directors (out of a total of nine directors) (the "Board"). The Apollo Investors have designated David Sambur and Alex van Hoek as the Apollo Designees and such individuals have been appointed to the Board as more fully described below under Item 5.02 of this Current Report on Form 8-K (this "Current Report"). The Apollo Investors also have the right to designate replacements for the Apollo Designees, subject to undergoing a customary evaluation process by HGV's nominating and corporate governance committee.

If the Board increases its size, for every three additional directors added, the Apollo Investors have the right to appoint the third such director so long as the Apollo Investors (or their affiliates who have executed a joinder agreement to become party to the Stockholders Agreement (the "Joinder Agreement"), which are referred to in this Current Report collectively, as the "Apollo Parties") still own at least 23,935,707 of the aggregate number of shares of HGV's common stock that the Apollo Investors received in the Merger on the closing date (such shares, the "Apollo Closing Shares").

The right to designate members of the Board will step down as the Apollo Parties' ownership decreases. When the Apollo Parties no longer own a (i) at least 17,951,780 of the Apollo Closing Shares, one Apollo Designee will be required to resign, and (ii) at least 11,967,853 of the Apollo Closing Shares, the second Apollo Designee will be required to resign and the Apollo Investors will no longer be entitled to any representation on the Board. The Apollo Investors cannot "buy back" into the right to designate any Apollo Designees to the Board by acquiring shares of HGV's common stock in the future. Accordingly, the shares are not fungible, and the Apollo Parties must retain the relevant number of shares from those received in the Merger at closing.

Board Committees

One Apollo Designee will be entitled to serve on the audit committee of the Board (the "Audit Committee"), subject to satisfaction of all eligibility requirements (including "independence" requirements) for membership on the Audit Committee as mandated by applicable law, the rules of the New York Stock Exchange and the charter of the Audit Committee. Additionally, each of the Apollo Designees will have observation rights and will be entitled to notice of, and to attend, committee meetings except when such attendance would reasonably be expected to present an actual or likely conflict of interest for the Apollo Designees in the good faith opinion of the applicable committee. However, the Apollo Designees (except with respect to an Apollo Designee who is a member of . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described in Item 1.01 of this Current Report under the heading "Apollo Stockholders Agreement," on August 2, 2021, HGV completed the previously announced acquisition of Diamond, a company that owns, operates and/or manages an aggregate of 92 timeshare properties in the United States, Canada, Mexico and Europe, and related assets and businesses, pursuant to the Merger Agreement. In connection with the Merger, Diamond merged with and into HGV Borrower, with HGV Borrower continuing to as the surviving entity after the Merger. Prior to the closing of the Merger, Diamond was significantly owned and controlled by the Apollo Investors, Reverence Parties and other stockholders.

As previously disclosed, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger:





     •    each share of Diamond common stock issued and outstanding immediately
          prior to the effective time of the Merger was cancelled and converted
          into and exchanged for the right to receive a number of shares of HGV's
          common stock and/or cash in lieu of any fractional shares of HGV's common
          stock, calculated in the manner set forth in the Merger Agreement and
          allocated among the various sellers based on their respective ownership
          interests in Diamond in accordance with the Merger Agreement (the "Merger
          Consideration");




     •    each in-the-money option, whether vested or unvested, to purchase shares
          of Diamond common stock automatically ceased to be outstanding and was
          converted into and exchanged for the right to receive, without any
          interest thereon, a number of shares of HGV's common stock and/or cash in
          lieu of any fractional shares of HGV's common stock equal to (x) (1) the
          product of (A) the number of Diamond common stock subject to such
          in-the-money option, multiplied by (B) the Exchange Ratio (as defined in
          the Merger Agreement) and multiplied by (C) the Parent Stock Value (as
          defined in the Merger Agreement) minus (2) the aggregate exercise price
          of such in-the-money option, minus (3) an amount equal to the tax
          withholding obligation that would be withheld pursuant to the Merger
          Agreement with respect to the payment to the holder of such in-the-money
          options of an amount equal to the preceding clause (1) minus the
          preceding clause (2), divided by (y) the Parent Stock Value (as defined
          in the Merger Agreement) (the "Option Consideration") (assuming full
          satisfaction of any performance-vesting conditions applicable to such
          in-the-money option); and




     •    all Diamond options outstanding immediately prior to the effective time
          of the Merger other than in-the-money options (x) to the extent not then
          vested, became fully vested as of immediately prior to the effective time
          of the Merger (assuming full satisfaction of any performance-vesting
          conditions applicable to such option) and (y) automatically were
          cancelled and terminated at the effective time of the Merger without
          payment therefor, and, to such extent, will have no further force or
          effect.

No fractional shares of HGV common stock were issued in the Merger. The value of any fractional interests of shares of HGV common stock to which a holder was otherwise entitled was, or will be, paid in cash. Each of the parties to the Merger Agreement and the exchange agent are entitled to deduct and withhold from amounts otherwise payable pursuant to the Merger Agreement those amounts that it is required to deduct and withhold from such payments under applicable tax law.

The information provided in Item 1.01 of this Current Report under the heading "Term Loan Credit Facility" is incorporated by reference herein. In addition, as disclosed in HGV's Current Reports on Forms 8-K dated May 20, 2021, June 4, 2021, June 14, 2021, and June 28, 2021, and filed with the Securities and . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under


           an Off-Balance Sheet


Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report under the heading "Term Loan Credit Facility" is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report under the heading "Apollo Stockholders Agreement" and in Item 2.01 of this Current Report with respect to the portion of the Merger Consideration and Option Consideration payable in shares of HGV's common stock pursuant to the Merger Agreement are incorporated herein by reference. In connection with the closing of the Merger, on August 2, 2021, HGV issued an aggregate of 33,925,901 shares of HGV's common stock (the "Shares"), as substantially all of the consideration for the Merger, to the Apollo Parties, Reverence Parties and other stockholders, as former stockholders of Diamond immediately prior to the effective time of the Merger. The Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 under the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


Apollo Directors

The information provided in Item 1.01 of this Current Report under the heading "Apollo Stockholders Agreement" is incorporated herein by reference. On July 30, 2021, pursuant to the terms of the Merger Agreement and the Stockholders Agreement, the Board approved an increase in the size of the Board from seven to nine members and the appointments of Messrs. David Sambur and Alex von Hoek to fill the vacancies created by the increase, in each case subject to consummation of the Merger. The Board size increase and the foregoing appointments became effective on August 2, 2021, immediately after the effective time of the Merger. Each new director will serve until the 2022 annual meeting of HGV's stockholders and until his successor is duly elected and qualified. The directors of HGV as of immediately prior to the effective time of the Merger are continuing as directors following the effective time of the Merger.

In connection with their service as directors, each of Messrs. Sambur and von Hoek will receive non-employee director compensation commensurate with HGV's other non-employee directors, which is described in more detail in HGV's definitive proxy statement on Schedule 14A filed with the SEC on March 26, 2021, prorated for their remaining terms.

The Board, together with input from the Nominating and Corporate Governance Committee of the Board, after careful evaluation, determined that neither Messrs. Sambur nor von Hoek is an independent director due to their senior leadership position with Apollo Global Management, Inc., which controls the Apollo Investors and related funds, and the fact that the Apollo Investors (including the Apollo Parties) would own a significant number of shares of HGV's outstanding common stock immediately after the closing of the Merger. Accordingly, despite the right of the Apollo Investors to appoint a member to the Audit Committee of the Board pursuant to the terms of the Stockholders Agreement, neither Mr. Sambur nor Mr. von Hoek has been assigned to the Audit Committee or any other committees of the Board at this time. Other than the Merger and related transactions, there are no transactions in which Mr. Sambur or Mr. von Hoek had or has an interest that require disclosure under Item 404(a) of Regulation S-K.

HGV has entered into an indemnification agreement with each of Messrs. Sambur and von Hoek in substantially the form of HGV's standard form of indemnification agreement. These agreements require HGV to indemnify covered individuals to the fullest extent permitted by Delaware law against liabilities that may arise by reason of their service to HGV, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which is filed as Exhibit 10.5 to HGV's Registration Statement on Form 10 and incorporated herein by reference.





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Re-alignment of the Executive Team

On July 30, 2021, the Board, together with input from the Nominating and Corporate Governance Committee of the Board, took certain actions with respect to realigning HGV's executive team as a result of the Merger, as follows:

Gordon S. Gurnik's title was changed from Executive Vice President and
          Chief Operating Officer to Senior Executive Vice President and Chief
          Operating Officer;




     •    Daniel J. Mathewes's title was changed from Executive Vice President and
          Chief Financial Officer to Senior Executive Vice President and Chief
          Financial Officer;




     •    Each of Dennis A. DeLorenzo, HGV's Executive Vice President and Chief
          Sales Officer, and Stan R. Soroka, HGV's Executive Vice President and
          Chief Customer Officer, will report to Mr. Gurnik, with Mr. Gurnik having
          the ultimate authority over and policy making oversight of each of
          Messrs. DeLorenzo's and Soroka's respective areas of business unit,
          division or function; and




     •    Matthew A. Sparks, HGV's Executive Vice President and Chief Development
          Officer, will report to Mr. Mathewes, with Mr. Mathewes having the
          ultimate authority over and policy making oversight of, Mr. Spark's area
          of business unit, division or function.

In addition, Jorge Pablo Brizi, HGV's Executive Vice President and Chief Human Resources Officer, was given authority over additional departments. Other than such executive team re-alignment described above (the "Executive Realignment"), no other changes to HGV's executive officers' duties and responsibilities were made and each of Messrs. Mark D. Wang, HGV's President and Chief Executive Officer, Gurnik, Mathewes, Brizi, and Charles R. Corbin, HGV's Executive Vice President, General Counsel, and Secretary, will continue as HGV's executive officers. It is anticipated that only such executive officers will be considered "officers" of HGV for the purposes of Section 16 of the Exchange Act (other than HGV's principal accounting officer, who is an "officer" for such purpose) and "executive officers" of HGV as that term is defined in Rule 3b-7 under the Exchange Act.

The Executive Realignment was conditioned upon the closing of the Merger and became effective on August 2, 2021, immediately after the effective time of the Merger.

As previously disclosed, Sherri A. Silver, HGV's Executive Vice President and Chief Marketing Officer, will separate from HGV shortly after the closing date of the Merger.

Compensation Matters

On July 28, 2021, the Compensation Committee of the Board (the "Compensation Committee") took certain actions in connection with the Merger with respect to HGV's executive officers, including its named executive officers, as summarized below.

Compensation Adjustments

The Compensation Committee approved adjustments to the base salaries, short-term and long-term incentive award opportunities for certain executive officers in connection with their expanded responsibilities following the closing of the Merger and the Executive Realignment, including for Mr. Mathewes. The Compensation Committee approved a base salary increase for Mr. Mathewes from . . .




Item 8.01 Other Events.


On August 2, 2021, in connection with the closing of the Merger, HGV and Apollo issued a joint press release. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                     Description

2.1            Agreement and Plan of Merger, dated as of March 10, 2021, by and
             among Hilton Grand Vacations Inc., Hilton Grand Vacations Borrower
             LLC, Dakota Holdings, Inc., and certain stockholders named therein
             (incorporated by reference to Exhibit 2.1 to the Current Report on
             Form 8-K filed on March 12, 2021)*

2.2            Amendment to Agreement and Plan of Merger, dated as of July 7, 2021,
             by and among Hilton Grand Vacations Inc., Hilton Grand Vacations
             Borrower LLC, Dakota Holdings, Inc., and AP VIII Dakota Holdings,
             L.P., in its capacity as Seller Representative (incorporated by
             reference to Annex A to Registrant's Additional Definitive Materials
             on Schedule 14A filed on July 7, 2021)




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  Exhibit
    No.                                     Description

10.1              Stockholders Agreement, dated as of August 2, 2021, by and among
                Hilton Grand Vacations Inc., AP VIII Dakota Holdings, L.P., AP
                Dakota Co-Invest, L.P., and, for the purposes of Sections 7.2 and
                7.3 thereof, Hilton Worldwide Holdings Inc.

10.2              Joinder Agreement, dated as of August 2, 2021, of AP VIII Dakota
                Holdings Borrower, L.P.

10.3              Credit Agreement, dated as of August 2, 2021, by and among Hilton
                Grand Vacations Parent LLC, as parent, Hilton Grand Vacations
                Borrower LLC, as the borrower, the guarantors from time to time
                party thereto and Bank of America, N.A., as administrative agent
                and collateral agent.

10.4              Form of Transaction Incentive Performance RSU Agreement (CEO)

10.5              Form of Transaction Incentive Performance RSU Agreement (Non-CEO)


99.1              Press Release, dated August 2, 2021

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL
                document).



* Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been

omitted. HGV agrees to furnish supplementally a copy of any omitted schedule to


  the SEC upon request.


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 management's expectations as to the Company's future, and are based on management's 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 Company's 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 Company's control, that may cause its actual results, performance or achievements to be materially different from the future results. Factors that could cause the Company's 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; risks related to disruption of management's attention from the Company's ongoing business operations due to the transaction; the effect of the announcement of the proposed Merger on the Company's relationships, operating results and business generally; the risk that the proposed Merger will not result in the anticipated synergies in a timely manner; exceeding the expected costs of the Merger; the material impact of the COVID-19 pandemic on the Company's business, operating results, and financial condition; the extent and duration of the impact of the COVID-19 pandemic on global economic conditions; the Company's ability to meet its liquidity needs; risks related to the Company's indebtedness; inherent business risks, market trends and competition within the timeshare and hospitality industries; the Company's ability to successfully source inventory and market, sell and finance VOIs; default rates on the Company's financing receivables; the reputation of and the Company's ability to access Hilton Worldwide Holdings Inc.'s ("Hilton") brands and programs, including the risk of a breach or termination of the Company's 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 Company's acquisitions, joint ventures, and other partnerships; the Company's dependence on third-party development activities to secure just-in-time inventory; the performance of the Company's information technology systems and its ability to maintain data security; regulatory proceedings or litigation; adequacy of the Company's workforce to meet its business and operation needs; the Company's 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 Company's operations, revenue, operating margins, financial condition and/or credit rating.





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For a more detailed discussion of these factors, see the information under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 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 quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on April 29, 2021 and July 29, 2021, respectively, which may be updated from time to time in the Company's annual reports, quarterly reports, current reports and other filings the Company makes with the SEC.

The Company's 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.





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