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HILTON WORLDWIDE HOLDINGS INC. FILES (8-K) Disclosing Changes in Control or Registrant, Other Events

July 3, 2014



Item 5.01. Change in Control of Registrant. (b) Information required by Item 403(c) of Regulation S-K regarding arrangements known to the registrant which may at a subsequent date result in a change of control.

The information set forth under Item 8.01 below is incorporated by reference into this Item 5.01.

Item 8.01 Other Events. On June 30, 2014, HLT Holdco LLC, an affiliate of the investment funds associated with or designated by The Blackstone Group L.P. that are the current majority owners of Hilton Worldwide Holdings Inc. (the "Company"), informed the Company as follows: "HLT Holdco LLC's wholly-owned subsidiary, HLT Holdco III LLC (the "Borrower") has entered into (i) a Margin Loan Agreement dated as of June 30, 2014 (the "Loan Agreement") with the lenders party thereto (each, a "Lender") and the administrative agent party thereto and (ii) Pledge and Security Agreements of even date, in each case between one of the Lenders, as secured party (each, a "Secured Party" and, collectively, the "Secured Parties") and Borrower, as pledgor (the "Borrower Pledge Agreements"), and HLT Holdco LLC's affiliates, HLT Holdco II LLC, HLT BREH Intl II Holdco LLC, HLT BREH VI Holdco LLC and HLT BREP VI.TE.2 Holdco LLC (each, a "Guarantor" and collectively, the "Guarantors") each entered into (i) with each Lender, a Pledge and Security Agreement (each, a "Guarantor Pledge Agreement" and, collectively with the Borrower Pledge Agreements, the "Pledge Agreements") and (ii) with the administrative agent and the Lenders, a limited recourse Guarantee of even date of the Borrower's obligations under the Loan Agreement (each, a "Guarantee" and, collectively with the Loan Agreement and the Pledge Agreements, the "Loan Documents"). Each of the Borrower and the Guarantors is affiliated with The Blackstone Group L.P. As of June 30, 2014, the Borrower has borrowed an aggregate of $2.25 billion under the Loan Agreement. Subject to the satisfaction of certain conditions, the Borrower may borrow up to an additional $1.25 billion if the existing or new lenders agree to provide such additional advances. Pursuant to the Pledge Agreements, to secure borrowings under the Loan Agreement, the Borrower and the Guarantors have collectively pledged approximately 628.1 million shares (collectively, the "Pledged Shares") of common stock, par value $0.01 per share ("Common Stock") of Hilton Worldwide Holdings Inc. (the "Company"). The Pledged Shares represented approximately 63.8% of the Company's issued and outstanding Common Stock as of June 20, 2014. In addition, affiliates of The Blackstone Group L.P. currently expect to pledge up to an additional 19.7 million shares of Common Stock in the 20 business days following execution of the Loan Agreement. The Loan Agreement contains customary default provisions. In the event of a default under the Loan Agreement by the Borrower, the Secured Parties may foreclose upon any and all shares of Common Stock pledged to them and may seek recourse against the Borrower." The Company did not independently verify or participate in the preparation of the foregoing disclosure. In addition, the Company is not a party to the Loan Documents and has no obligations thereunder, but has delivered letter agreements to each of the Lenders in which it has, among other things, agreed, subject to applicable law and stock exchange rules, not to take any actions that are intended to materially hinder or delay the exercise of any remedies by the Lenders under the Pledge Agreements.



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Source: Edgar Glimpses


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