Item 8.01 Other Events.
On November 16, 2020, 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 J.P. Morgan Securities LLC,
for itself and on behalf of the several initial purchasers named therein (the
"Initial Purchasers"), providing for the issuance and sale of $800 million in
aggregate principal amount of the Issuer's 3.750% Senior Notes due 2029 (the
"2029 Notes") and $1.1 billion in aggregate principal amount of the Issuer's
4.000% Senior Notes due 2031 (the "2031 Notes" and, together with the 2029
Notes, 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 3.750%, in the case of the
2029 Notes, and 4.000%, in the case of the 2031 Notes. Interest on the Notes
will be payable semi-annually on May 1 and November 1 of each year commencing on
May 1, 2021. The 2029 Notes will mature on May 1, 2029, and the 2031 Notes will
mature on May 1, 2031. The offering is expected to close, subject to customary
closing conditions, on December 1, 2020. 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 $1.0 billion in aggregate principal
amount of its outstanding 4.250% Senior Notes due 2024 (the "2024 Notes"), all
$900 million in aggregate principal amount of its outstanding 4.625% Senior
Notes due 2025 (the "2025 Notes") and to pay the related redemption premiums 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 2024 Notes
and/or 2025 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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