Hilton Grand Vacations Announces Proposed Senior Ticket Offer

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ORLANDO, Florida – (BUSINESS WIRE) – Hilton Grand Vacations Inc. (NYSE: HGV) (“HGV” or “the Company”) launches an offer of $ 675 million of new senior unsecured notes to be issued by its wholly owned subsidiaries, Hilton Grand Vacations Borrower Escrow LLC and Hilton Grand Vacations Borrower Escrow Inc. (the “Offering”).

The notes are expected to mature in 2029.

The private placement is subject to market conditions and other factors and is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Hilton Grand Vacations Borrower Escrow LLC and Hilton Grand Vacations Borrower Escrow Inc., which were created solely to issue the Notes, will deposit the gross proceeds of the Offer in a separate escrow account until the date on which certain release conditions escrow are satisfied. Upon closing of the Company’s proposed acquisition (the “Merger”) of Dakota Holdings Inc. (“Diamond”), Hilton Grand Vacations Borrower Escrow LLC and Hilton Grand Vacations Borrower Escrow Inc. will merge with and into Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Borrower Inc., respectively, each a wholly owned subsidiary of the Company, and the proceeds of the escrow will be released. Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Borrower Inc. will then assume the obligations under the Notes. Upon closing of the Merger, the Notes will be guaranteed by Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC and certain of the existing and future subsidiaries of Hilton Grand Vacations Borrower LLC.

On March 10, 2021, HGV announced that it would acquire timeshare operator Diamond in a share-based transaction with an equity value of approximately $ 1.4 billion.

Upon closing of the merger and the release of the proceeds of the offer to the escrow account (if any), HGV intends to use the proceeds of the offer to fund the repayment of certain debts under of the merger.

The Notes and related collateral have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration. or an applicable exemption. The Notes will only be offered to persons reasonably considered to be Qualified Institutional Purchasers under Rule 144A of the Securities Act or, outside the United States, to persons other than “United States Persons” in accordance with Regulation S of the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes and related collateral and does not constitute an offer, solicitation or sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal. . This press release is issued in accordance with and in accordance with Rule 135c under the Securities Act.

About Hilton Grand Vacations

Hilton Grand Vacations Inc. (NYSE: HGV) is recognized as one of the world’s leading timeshare companies. Headquartered in Orlando, Florida, Hilton Grand Vacations develops, markets and operates a system of premium, branded resorts in select vacation destinations. The Company also manages and operates two innovative club membership programs, Hilton Grand Vacations Club® and The Hilton Club®, providing exclusive exchange, travel and reservation services to nearly 330,000 members of the club.

Forward-looking statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements express management’s expectations for the future of HGV and are based on management’s beliefs, expectations, assumptions and those plans, estimates, projections and other information available to management at the time HGV makes. such statements. Forward-looking statements include all statements that are not historical facts, including those relating to the proposed merger (defined below) and to the revenues, earnings, cash flows and operations of HGV, and may be identified by terminology. such as the words “prospects”, “believe,” “expect”, “potential”, “goal”, “continue”, “may”, “will”, “should”, “could”, “seek”, “approximately”, “projects”, “predict”, “” Plan “,” plan “,” estimate “,” anticipate “” future “,” direction “,” target “or the negative version of these or other words comparable words.

HGV cautions you that forward-looking statements involve known and unknown risks, uncertainties and other factors, including those beyond the control of HGV, which may cause its actual results, performance or achievements to be materially different. future results. Factors that could cause HGV’s actual results to differ materially from those contemplated in its forward-looking statements include: the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement that HGV has entered into as part of the merger. ; failure to complete the proposed merger due to failure to obtain shareholder approval for the proposed merger or failure to meet other conditions for the completion of the proposed merger, including the fact that an entity government may prohibit, delay or refuse to grant approval for the completion of the transaction; risks associated with disruption of management’s attention to ongoing business activities of HGV as a result of the transaction; the effect of the proposed merger announcement on the relationships, results of operations and business of HGV generally; the risk that the proposed merger will not be completed in a timely manner; exceed the expected costs of the merger; the significant impact of the COVID-19 pandemic on the business, results of operations and financial condition of heavy goods vehicles; the extent and duration of the impact of the COVID-19 pandemic on global economic conditions; HGV’s ability to meet its liquidity needs; risks associated with HGV’s indebtedness; inherent business risks, market trends and competition in the timeshare and hospitality industries; HGV’s ability to successfully find inventory and market, sell and finance VOIs; default rates on HGV’s financing receivables; HGV’s reputation and ability to access Hilton brands and programs, including the risk of breach or termination of HGV’s license agreement with Hilton; compliance with and changes in US and global laws and regulations, including those related to anti-corruption and privacy protection; risks associated with acquisitions, joint ventures and other partnerships of HGV; The dependence of heavy goods vehicles on the development activities of third parties to secure a just-in-time inventory; the performance of our IT systems and the ability of heavy goods vehicles to maintain data security; regulatory proceedings or litigation; the suitability of HGV’s workforce to meet its business and operational needs; HGV’s ability to attract and retain key executives and employees with the skills and ability to meet its needs; and natural disasters or unfavorable geopolitical conditions. One or more of the above factors could adversely affect HGV’s business, revenues, operating margins, financial condition and / or credit rating.

For a more detailed discussion of these factors, see the information under the headings “Risk Factors” and “MD&A and Analysis of Financial Condition and Results of Operations ”in HGV’s latest quarterly report on Form 10-Q filed with the SEC on April 29, 2021, most recent annual report on Form 10-K filed with of the SEC on March 1, 2021, and which may be updated from time to time in annual, quarterly, current reports and other documents filed by HGV with the SEC.

HGV’s forward-looking statements speak only as of the date or date on which they are made. HGV disclaims any intention or obligation to update any “forward-looking statement” made in this communication to reflect changed assumptions, the occurrence of unforeseen events or changes in future operating results over time.

Additional information about the proposed transaction and where to find it

This communication may be considered as an element of solicitation with respect to the proposed merger. In connection with the proposed merger transaction, the Company has filed with the SEC a preliminary proxy circular and other documents relating to the proposed merger, and expects to file with the SEC a proxy circular. final and other documents relating to the proposed merger. This communication does not constitute a solicitation of vote or approval. Shareholders are urged to read the Preliminary Proxy Circular, the Final Proxy Circular when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or to be incorporated by reference in the Proxy Circular as they will contain important information about the proposed merger.

Investors can obtain the Preliminary Proxy Circular, the Final Proxy Circular when it becomes available and other documents filed with the SEC free of charge on the SEC website at the following address: https://www.sec.gov. In addition, the Company’s Proxy Circular and Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or provided in accordance with Section 13 (a) or 15 (d) of the Foreign Exchange Act are available free of charge on the Company’s website at https://investors.hgv.com/ as soon as reasonably practicable after they are electronically filed or provided to the SEC.

The directors, officers and certain other officers and employees of the Company may be considered “participants” in the solicitation of proxies from the shareholders of the Company in favor of the Proposed Merger. Information regarding who may, under SEC rules, be considered participants in the solicitation of shareholders of the Company in connection with the proposed merger can be found in the preliminary proxy circular and other documents. relevant which will be filed with the second. You can find information about the officers and directors of the Company in its annual report on Form 10-K for the fiscal year ended December 31, 2020 and in its final proxy circular for the 2021 annual meeting of shareholders filed with of the SEC on Schedule 14A on March 26, 2021.



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