Hilton Grand Vacations Reports Material Agreement, Acquisition, Debt

TL;DR

**HGV just made big moves with an acquisition and new debt, watch for financial impact.**

AI Summary

Hilton Grand Vacations Inc. filed an 8-K on January 17, 2024, reporting an event that occurred on January 16, 2024. The filing indicates the company entered into a material definitive agreement, completed an acquisition or disposition of assets, and created a direct financial obligation. This matters to investors because these actions can significantly impact the company's financial health, future growth prospects, and overall valuation, potentially leading to stock price fluctuations.

Why It Matters

These events signal significant strategic changes for Hilton Grand Vacations, which could affect its revenue, expenses, and debt levels, directly influencing shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like an acquisition and new financial obligations, which inherently carry integration and debt servicing risks.

Analyst Insight

Investors should closely monitor subsequent filings for details on the material agreement, the acquired/disposed assets, and the terms of the new financial obligation to assess their impact on Hilton Grand Vacations' financial health and strategic direction.

Key Players & Entities

• Hilton Grand Vacations Inc. (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of filing
• January 16, 2024 (date) — date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share HGV New York St
• $900.0 million — ong other things, the Borrower incurred $900.0 million of incremental term loans (the "New Ter
• $900,000,000 — e issuance and sale (the "Offering") of $900,000,000 aggregate principal amount of 6.625% se
• $190.0 million — celerated, aggregate the greater of (i) $190.0 million and (ii) 2.0% of Total Assets (as defin
• $75.00 — and exchanged for the right to receive $75.00 cash (the "Merger Consideration"); and

Filing Documents

• d929151d8k.htm (8-K) — 58KB
• d929151dex41.htm (EX-4.1) — 1454KB
• d929151dex101.htm (EX-10.1) — 1520KB
• d929151dex102.htm (EX-10.2) — 25KB
• d929151dex991.htm (EX-99.1) — 10KB
• g929151g0117053116800.jpg (GRAPHIC) — 3KB
• 0001193125-24-009277.txt ( ) — 3874KB
• hgv-20240116.xsd (EX-101.SCH) — 3KB
• hgv-20240116_lab.xml (EX-101.LAB) — 18KB
• hgv-20240116_pre.xml (EX-101.PRE) — 11KB
• d929151d8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Credit Agreement Amendment On January 17, 2024, Hilton Grand Vacations Inc., a Delaware corporation (the "Company" or "HGV"), Hilton Grand Vacations Parent LLC, a Delaware limited liability company ("Holdings"), Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the "Borrower" or "Issuer"), and certain subsidiaries of the Borrower (the "Subsidiary Guarantors"), entered into Amendment No. 4 to the Credit Agreement (the "Amendment"), which amended the Credit Agreement, dated as of August 2, 2021, by and among the Company, Holdings, the Borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (the "Credit Agreement"), pursuant to which, among other things, the Borrower incurred $900.0 million of incremental term loans (the "New Term Loans"). Proceeds from the New Term Loans, together with proceeds from the Notes (as defined below) and cash on hand at the Company and its subsidiaries, were used to (i) pay the Merger Consideration (as defined below) and fees and expenses incurred in connection with the Amendment and (ii) refinance the repayment of certain indebtedness of Bluegreen Vacations Holding Corporation., a Florida corporation ("BVH") and its subsidiaries. The New Term Loans constitute a new class of term loans under the Credit Agreement and rank pari passu in right of payment and pari passu in right of security with the existing initial term loans and revolving facility under the Credit Agreement and the Notes. The New Term Loans will mature on January 17, 2031 (the "New Term Loan Maturity Date") and are subject to the same affirmative and negative covenants and events of default as the existing initial term loans under the Credit Agreement after giving effect to the Amendment. The New Term Loans bear interest, at the Borrower's option, at a rate equal to a mar

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On January 17, 2024, HGV completed the previously announced acquisition of BVH pursuant to the Agreement and Plan of Merger, dated as of November 5, 2023 (the "Merger Agreement"), by and among HGV, BVH and Heat Merger Sub, Inc., a Florida corporation and an indirect wholly-owned subsidiary of HGV ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into BVH (the "Merger"), with BVH continuing as the surviving entity after the Merger as an indirect wholly-owned subsidiary of HGV. As previously disclosed, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), among other things: Each share of Class A common stock, par value $0.01 per share, of BVH (the "Class A Shares") and each share of Class B common stock, par value $0.01 per share, of BVH (the "Class B Shares" and, collectively with the Class A Shares, the "Shares") issued and outstanding immediately prior to the Effective Time was canceled and converted into and exchanged for the right to receive $75.00 cash (the "Merger Consideration"); and Each award of one or more restricted Shares granted under BVH's equity incentive plan that was outstanding immediately prior to the Effective Time immediately vested and was canceled, with the holder of such restricted stock award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, the Merger Consideration in respect of each Share subject to such restricted stock award immediately prior to the Effective Time. The foregoing description of the Merger, the Merger Consideration and the Merger Agreement are summaries and are qualified in their entirety by reference to the complete terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by HGV with the Securities and Exchange Commission (the

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 17, 2024, in connection with the closing of the Merger, HGV issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Current Report that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K that is furnished under this Item 7.01, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired HGV intends to file the financial statements of BVH required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K. (b) Pro Forma Financial Information HGV intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of November 5, 2023, by and among Hilton Grand Vacations Inc., Heat Merger Sub, Inc., and Bluegreen Vacations Holding Corporation (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by HGV with the SEC on November 7, 2023). 4.1 Indenture, dated as of January 17, 2024, among Hilton Grand Vacations Inc., Hilton Grand Vacations Borrower Inc., Hilton Grand Vacations Borrower LLC, Hilton Grand Vacations Parent LLC, the Subsidiary Guarantors a party thereto and Wilmington Trust, National Association, as Trustee and Notes Collateral Agent. 4.2 Form of 6.625% Note due 2032 (included in Exhibit 4.1). 10.1 Amendment No. 4 to the Credit Agreement, dated as of January 17, 2024, by and among Hilton Grand Vacations Parent LLC, Hilton Grand Vacations Borrower LLC, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as the administrative agent. 10.2 Third Amendment to Amended and Restated License Agreement, dated as of January 16, 2024, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc. 99.1 Press Release, dated January 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

Forward Looking Statements This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements convey management's expectations as to the future of HGV, and are based on management's beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time HGV makes such statements. Forward-looking statements include all statements that are not historical facts, and may be identified by terminology such as the words "outlook," "believe," "expect," "potential," "goal," "continues," "may," "will," "should," "could," "would," "seeks," "approximately," "projects," "predicts," "intends," "plans," "estimates," "anticipates," "future," "guidance," "target," or the negative version of these words or other comparable words, although not all forward-looking statements may contain such words. The forward-looking statements contained in this communication include statements related to HGV's revenues, earnings, taxes, cash flow and related financial and operating measures, and expectations with respect to future operating, financial and business performance and other anticipated future events and expectations that are not historical facts, including related to the transaction between HGV and BVH. HGV cautions you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond HGV's control, which may cause the actual results, performance or achievements to be materially different from the future results. Any one or more of these risks or uncertainties, including those related to the transaction between HGV and BVH, could adversely impact HGV's operations, revenue, operating profits and margins, key business operational metrics, financial condition or credit rating. For a more detailed discussion of these factors, see the information under the c

View Full Filing

View this 8-K filing on SEC EDGAR