| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture with respect to 5.875% Senior Notes due 2033
On September 9, 2024, Hilton Domestic Operating Company Inc. (the “Issuer”), an indirect subsidiary of Hilton Worldwide Holdings Inc. (the “Company”), issued and sold $1 billion aggregate principal amount of 5.875% Senior Notes due 2033 (the “Notes”) under an Indenture, dated as of September 9, 2024 (the “Indenture”), by and among the Issuer, the Company, as a guarantor, the other guarantors party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”). The Notes were sold only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
The Notes were issued at 100% of their par value and bear interest at a rate of 5.875% per annum. Interest on the Notes is payable semi-annually in arrears on March 15 and September 15, beginning March 15, 2025. The Notes mature on March 15, 2033.
The net proceeds of the offering of the Notes will be used for general corporate purposes.
Ranking; Guarantees
The Notes are the Issuer’s senior unsecured obligations, ranking equally in right of payment with all of the Issuer’s existing and future senior indebtedness and senior in right of payment to all of the Issuer’s existing and future subordinated indebtedness.
The Notes are guaranteed, on a senior unsecured basis, by (i) Hilton Worldwide Parent LLC (“HWP”), the Issuer’s direct parent company, (ii) the Company, the immediate parent company of HWP, and (iii) each of the Issuer’s existing and future wholly owned subsidiaries to the extent such entities guarantee indebtedness under the Issuer’s senior secured credit facilities or certain other indebtedness of the Issuer or any subsidiary guarantor.
Optional Redemption
The Issuer may, at its option, redeem the Notes, in whole or in part, at any time prior to March 15, 2028, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus the applicable “make-whole premium.” In addition, beginning on March 15, 2028, the Issuer may redeem all or a part of the Notes at a redemption price equal to 102.938% of the principal amount redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption price decreases to 101.469% and 100.000% of the principal amount redeemed on March 15, 2029 and March 15, 2030, respectively. In addition, at any time on or prior to March 15, 2028, the Issuer may, at its option, redeem up to 40.0% of the aggregate principal amount of the Notes issued under the Indenture with the proceeds of certain equity offerings at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest.
Repurchase at the Option of Holders
Upon the occurrence of a change of control triggering event, the holders of the Notes will have the right to require the Issuer to make an offer to repurchase each holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest.
Covenants; Events of Default
The Indenture contains covenants that, among other things, limit the ability of the Issuer and its restricted subsidiaries to incur certain secured indebtedness, enter into sale and lease-back transactions, and merge or consolidate. These covenants are subject to a number of important exceptions and qualifications. Neither HWP nor the Company is subject to the restrictive covenants of the Indenture. The Notes also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes to become or be declared due and payable.
