Hilton Grand Vacations to Acquire Bluegreen Vacations - Seite 2

Bass Pro Shops Partnership

In addition to the announced acquisition of Bluegreen Vacations, HGV today announced the signing of an exclusive 10-year marketing agreement with Bass Pro Shops, the premier outdoor retail and conservation company. This new partnership builds on Bluegreen Vacations' success as the official vacation ownership partner of Bass Pro Shops and includes the existing joint venture encompassing four outdoor-themed resorts.

“For the past 51 years at Bass Pro Shops, we’ve been blessed to build a team of great people who are passionate about the outdoors and serving customers. We share a bond with them and we’re always looking for ways to add joy and excitement to their free time. Today we’re announcing one of the biggest commitments we’ve ever made to better serve our customers. Our new partnership with Hilton Grand Vacations is one of the most exciting and important in our history! It will give both of our legendary brands the ability to introduce many more people to the great outdoors and happy memories they will never forget,” stated Johnny Morris, founder, Bass Pro Shops.

Transaction Highlights

• Adds scale and diversity to HGV’s offering
  • Increases HGV’s membership base from more than 525,000 to more than 740,000 and its resort portfolio from 150 to nearly 200 properties in 14 new geographies and eight new states.
  • Complementary footprint of predominantly drive-to locations will double HGV’s presence along the east coast and expand the number of available outdoor and ski destinations while increasing sales distribution in new key markets.
  • Extends HGV's offering, broadening its customer reach and expanding the relationship with the Hilton Honors program.

• Expands and diversifies lead flow through world-class partnerships
  • Bluegreen Vacations' longstanding strategic partnerships complement HGV’s best-in-class lead generation while providing a significant opportunity to diversify tour flow and improve resilience across cycles.
  • Bluegreen Vacations currently has a marketing presence in the majority of Bass Pro Shops and owns 51% of a joint venture with Bass Pro Shops that includes four outdoor-themed resorts, providing access to a unique and loyal customer base.

• Unlocks upside by leveraging infrastructure of recent business evolution
  • Allows HGV to leverage recent strategic investments, including the successful launch of its Hilton Vacation Club brand, the expanded access provided through its HGV Max membership, and the HGV Ultimate Access experiential events platform.
  • Opportunity to offer owners and members access to more vacations and experiences, including more resorts via HGV Max and across an even larger portfolio, backed by the strength of the Hilton brand.
  • Builds on the success of the HGV Ultimate Access experiential platform with the addition of Bluegreen Vacations’ outdoor-themed properties and partnerships, including Bass Pro Shops and NASCAR.
  • Bluegreen Vacations’ high-quality properties and trust-based structure align closely with the recently launched Hilton Vacation Club brand, enabling a smooth integration process.

• ~$100 million in projected cost synergies expected to be achieved in the first 24 months following close
  • Significant future cost synergy opportunities across G&A, sales, marketing and resort operations.
  • HGV has a strong track record of delivering deal cost synergies.
  • Expected to generate future revenue synergies of $75 million to $100 million, more than offsetting future incremental license fees.

• Creates significant value with attractive financial profile, supporting higher free cash flow conversion and base of recurring EBITDA
  • Bluegreen Vacations has a strong track record of driving Net Owner Growth, generating significant lifetime value throughout the upgrade cycle.
  • The combined company is expected to generate adjusted free cash flow conversion of adjusted EBITDA in the range of 55-65% in a steady state, enabling the continued pursuit of the company’s capital allocation strategy – including the return of capital to shareholders.
  • The transaction enhances HGV’s ability to generate significant Segment Adjusted EBITDA from recurring sources, adding additional resiliency to the business.

Transaction Details