Hilton Grand Vacations Inc. (NYSE:HGV) entered into a definitive agreement to acquire Diamond Resorts International, Inc. from Apollo Global Management, Inc. (NYSE:APO), Reverence Capital Partners LLC and other Diamond stockholders for $3.4 billion on March 10, 2021. Pursuant to the terms, Hilton Grand will issue approximately 34.75 million shares and will pay Diamond's debt of $1.4 billion. Hilton Grand will also assume a debt of $617 million. Hilton Grand has received financing commitments from BofA Securities, Deutsche Bank and Barclays. Hilton Grand will use New Term Loan B of $1.3 billion, other senior unsecured debt of $675 million and cash on hand of $304 million to finance the debt repayment. As of May 20, 2021, has priced an offering of new 5% senior unsecured notes due 2029 for $850 million to fund the debt repayment. Upon transaction close, existing HGV shareholders will own approximately 72% of the combined company and the Apollo Funds will own approximately 28% of the combined company. The combined company will have 720,000 owners, 154 resorts and 48 sales centers. In the event HGV does not consummate the merger when required and Diamond terminates agreement, then, subject to certain conditions, HGV may be required to pay a termination fee of $73.5 million to Diamond. Further, if either party terminates the agreement following the Board of Directors of HGV (or a committee thereof) withdrawing, modifying or qualifying its recommendation in favor of the share issuance and at such time the HGV stockholder agreement has not already been obtained, HGV may be required to pay a termination fee of $44.1 million to Diamond. In the event the HGV stockholder approval is not obtained, and the agreement is terminated for this reason, HGV will reimburse up to $7.5 million of Diamond's and its stockholders' fees and expenses and upon termination of the merger agreement, Diamond may be obligated to pay a termination fee of $44.1 million. On July 7, 2021, amended agreement is signed, if on July 20, 2021, the only condition to the closing in the Merger agreement that remains unsatisfied is the condition then the amount of accrued and unpaid interest on the Funded Indebtedness of the Company Entities included within the calculation of “Excluded Liabilities” shall be determined as of July 20, 2021, rather than as of immediately prior to the closing, the amount of accrued and unpaid interest on the Unsecured Indenture included within the calculation of “Excluded Liabilities” shall be determined as of July 20,2021, rather than as of immediately prior to the Closing, the “Restricted Period” defined in the form of Stockholders Agreement to the merger agreement shall be shortened from 180 days to 160 days.

Pursuant to the merger agreement and subject to the terms and conditions contained therein, at the effective time, Diamond will merge with and into HGV, the separate corporate existence of Diamond will cease, and HGV Borrower will continue as the surviving company and a wholly-owned subsidiary of HGV. HGV's management team, including President & Chief Executive Officer Mark Wang, Chief Financial Officer Dan Mathewes, and Chief Operating Officer Gordon Gurnik, will continue to serve in their current roles upon transaction close. HGV's Board of Directors will be expanded from seven to nine members, and the Apollo Funds will have the right to appoint two Directors as long as their equity ownership remains at or above 15% of the outstanding stock at closing and one Director as long as their equity ownership remains at or above 10% of the outstanding stock at closing. Pursuant to the stockholder's agreement, two new members designated by the Apollo Investors will be appointed to HGV's board of directors at the effective time of the merger. The transaction is subject to the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval of listing on the NYSE of the HGV Common Shares included in the merger consideration, parent stockholder approval, ancillary agreements, customary closing conditions and regulatory approvals. The issuance of HGV common stock in the transaction is subject to shareholder approval. As of April 30, 2021, Land & Buildings, the shareholder of HGV, raised concerns on the transaction stating Apollo Global Management will gain a control over HGV as result of transaction. The transaction has been unanimously approved by the Board of Directors for both companies. As of May 25, 2021, waiting periods under the HSR Act expired on April 28, 2021 and April 29, 2021. A formal notice of unconditional clearance on May 10, 2021 from the Mexican Federal Economic Competition Commission (COFECE) was received. The HGV board of directors unanimously recommends that HGV stockholders vote “FOR” each of the proposals. As of July 28, 2021, shareholders of Hilton Grand Vacations approved the transaction. The transaction is expected to close in the summer of 2021. As of June 21, 2021, the merger is anticipated to complete in early August 2021. Transaction is expected to close on August 2, 2021.

BofA Securities is acting as exclusive financial advisor and Alston & Bird LLP, Jonathan Corsico, Sophie Staples, Jeannine McSweeney, Brian Gluck and Jonathan Ozner of Simpson Thacher & Bartlett LLP, and Foley & Lardner LLP are acting as legal counsel for HGV. Credit Suisse is acting as lead financial advisor; Goldman Sachs is also acting as financial advisor; Paul, Weiss, Rifkind, Wharton & Garrison LLP acting as legal counsel to Diamond. Taurie Zeitzer and Brian Scrivani from Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisors for Apollo Management. Jennifer C. Kurtis from Winston & Strawn LLP served as a legal advisor for Reverence Capital Partners. PJT Partners, LP acted as financial advisor to Hilton Grand Vacations Inc. EQ Shareowner Services acted as transfer agent and Okapi Partners LLC acted as information agent to HGV. O'Melveny & Myers LLP acted as legal advisor to Apollo Global Management, Inc. Okapi Partners will receive a fee of $45,000 for its services. BofA Securities will receive an aggregate fee of up to $35 million, of which $1.5 million was payable in connection with its opinion, and $31 million base fee and up to $2.5 million discretionary fee are contingent upon the completion of the merger. Patrick Ryan of Edelman advised Hilton Grand Vacations Inc.

Hilton Grand Vacations Inc. (NYSE:HGV) completed the acquisition of Diamond Resorts International, Inc. from Apollo Global Management, Inc. (NYSE:APO), Reverence Capital Partners LLC and other Diamond stockholders on August 2, 2021. David Sambur and Alex van Hoek board members of Diamond will work as Board of Directors of Hilton Grand.