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i7930 Jones Branch Drive, iSuite 1100, iMcLean,
iVirginiai22102
(Address of Principal Executive Offices) (Zip Code)
(i703)
i883-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.01 par value per share
iHLT
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Indenture with respect to 5.875% Senior Notes due 2029and6.125% Senior Notes due 2032
On March 26, 2024, Hilton Domestic Operating Company Inc. (the “Issuer”), an indirect subsidiary of Hilton Worldwide Holdings Inc. (the “Company”), issued and sold $550 million aggregate principal amount of 5.875% Senior Notes due 2029 (the “2029 Notes”) and $450 million aggregate principal amount of 6.125% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “Notes”), in each case, under an Indenture, dated as of March 26, 2024 (the “Indenture”), by and among the Issuer, the
Company, as a guarantor, the other guarantors party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”). The Notes were sold only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
The Notes were issued at 100% of their par value and bear interest at a rate of 5.875% per annum, in the case of the 2029 Notes, and 6.125% per annum, in the case of the 2032 Notes. Interest on each series of Notes is payable semi-annually in arrears on April 1 and October 1, beginning October 1, 2024. The 2029 Notes mature on April
1, 2029 and the 2032 Notes mature on April 1, 2032.
The net proceeds of the offering of the Notes will be used for general corporate purposes, including the repayment of $200 million of indebtedness under the senior secured revolving credit facility, investments and acquisitions.
Ranking; Guarantees
The Notes are the Issuer’s senior unsecured obligations, ranking equally in right of payment with all of the Issuer’s existing and future senior indebtedness and senior in right of payment to all of the Issuer’s existing and future subordinated indebtedness.
The Notes are guaranteed, on a senior unsecured basis, by
(i) Hilton Worldwide Parent LLC (“HWP”), the Issuer’s direct parent company, (ii) the Company, the immediate parent company of HWP, and (iii) each of the Issuer’s existing and future wholly owned subsidiaries to the extent such entities guarantee indebtedness under the Issuer’s senior secured credit facilities or certain other indebtedness of the Issuer or any subsidiary guarantor.
Optional Redemption
The 2029 Notes. The Issuer may, at its option, redeem the 2029 Notes, in whole or in part, at any time prior to April 1, 2026, at a price equal to 100% of the principal
amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus the applicable “make-whole premium.” In addition, beginning on April 1, 2026, the Issuer may redeem all or a part of the 2029 Notes at a redemption price equal to 102.938% of the principal amount redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption price decreases to 101.469% and 100.000% of the principal amount redeemed on April 1, 2027 and April 1, 2028, respectively. In addition, at any time on or prior to April 1, 2026, the Issuer may, at its option, redeem up to 40.0% of the aggregate principal amount of the 2029 Notes issued under the Indenture
with the proceeds of certain equity offerings at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest.
The 2032 Notes. The Issuer may, at its option, redeem the 2032 Notes, in whole or in part, at any time prior to April 1, 2027, at a price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus the applicable “make-whole premium.” In addition, beginning on April 1, 2027, the Issuer may redeem all or a part of the 2032 Notes at a redemption price equal to 103.063% of the principal amount redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption price decreases to 101.531% and 100.000% of the
principal amount redeemed on April 1, 2028 and April 1, 2029, respectively. In addition, at any time on or prior to April 1, 2027, the Issuer may, at its option, redeem up to 40.0% of the aggregate principal amount of the 2032 Notes issued under the Indenture with the proceeds of certain equity offerings at a redemption price of 106.125% of the principal amount thereof, plus accrued and unpaid interest.
Repurchase at the Option of Holders
Upon the
occurrence of a change of control triggering event, the holders of the Notes will have the right to require the Issuer to make an offer to repurchase each holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest.
Covenants; Events of Default
The Indenture contains covenants that, among other things, limit the ability of the Issuer and its restricted subsidiaries to incur certain secured indebtedness, enter into sale and lease-back transactions, and merge or consolidate. These covenants are subject to a number of important exceptions and qualifications. Neither HWP nor the
Company is subject to the restrictive covenants of the Indenture. The Notes also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes to become or be declared due and payable.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of each of such documents, which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
