Hilton Grand Vacations Announces Proposed Offering of Senior Notes

Hilton Grand Vacations Inc. (NYSE: HGV) (“HGV” or “the Company”) is launching an offering of $425 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 2031.

The private Offering 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 and for other financing transactions related to the Merger (as defined below), will deposit the gross proceeds of the Offering into a segregated escrow account until the date that certain escrow release conditions are satisfied. Upon the 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 escrow proceeds will be released. Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Borrower Inc. will thereupon assume the obligations under the notes. Upon the closing of the Merger, the notes will be guaranteed by Hilton Grand Vacations Inc., Hilton Grand Vacations Parent LLC and certain of Hilton Grand Vacations Borrower LLC’s existing and future subsidiaries.

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

Upon the closing of the Merger and release of the proceeds of the Offering from the escrow account (if applicable), HGV intends to use the proceeds from the Offering to finance the repayment of certain indebtedness in connection with the Merger.

The notes and related guarantees 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 be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.