Hilton Grand Vacations’ $300 Million Notes Offering

Simpson Thacher represented Hilton Grand Vacations Borrower LLC and Hilton Grand Vacations Inc., as co-issuers (the “co-issuers”), in connection with a Rule 144A/Regulation S offering by Goldman, Sachs & Co. (“Goldman Sachs”), as selling securityholder, of $300 million aggregate principal amount of the co-issuers’ 6.125% Senior Notes due 2024

The HGV Notes were initially issued by the co-issuers to Park Hotels & Resorts Inc. (“Park Hotels”), an affiliate of the co-issuers, in exchange for certain timeshare business assets in contemplation of the announced intention by Hilton Worldwide Holdings Inc. (“Hilton”), the indirect parent of the co-issuers, to spin-off its timeshare business. Prior to the settlement of the HGV Notes offering, the Firm represented Hilton Grand Vacations Inc. and its subsidiaries (collectively, “Hilton Grand Vacations”) in a debt-for-debt exchange of (i) the HGV Notes held by Park Hotels for (ii) certain debt of Park Hotels held by an affiliate of Goldman Sachs.

Hilton Grand Vacations is a timeshare company that markets and sells vacation ownership intervals, manages resorts in top leisure and urban destinations and operates a points based vacation club.

The Simpson Thacher team included Ed Tolley (Picture), Edgar Lewandowski, John O’Connell and Jacqueline Yuan (Capital Markets); Brian Gluck, Benjamin Baucom and Samantha Fox (Credit); John Hart, Andrew Purcell and George Davis (Tax); and Jeanne Annarumma (Executive Compensation and Employee Benefits).

Involved fees earner: Edward Tolley – Simpson Thacher & Bartlett; Edgar Lewandowski – Simpson Thacher & Bartlett; John O’Connell – Simpson Thacher & Bartlett; Jacqueline Yuan – Simpson Thacher & Bartlett; Brian Gluck – Simpson Thacher & Bartlett; Benjamin Baucom – Simpson Thacher & Bartlett; Samantha Fox – Simpson Thacher & Bartlett; John Hart – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; George Davis – Simpson Thacher & Bartlett; Jeanne Annarumma – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Hilton Grand Vacations Company, LLC; Hilton Grand Vacations Inc.;

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Author: Ambrogio Visconti