MCLEAN, Va.--(BUSINESS WIRE)--Park Hotels & Resorts Inc. (NYSE: PK) (“Park” or the “Company”) announced today that HNA HLT Holdco I LLC (the “Selling Stockholder”), an affiliate of HNA Tourism Group Co., Ltd., has priced an underwritten secondary offering of 34,479,524 shares of Park’s common stock at $25.75 per share, which was increased from the previously announced 32,950,000 shares. The offering is expected to close on March 9, 2018, subject to the satisfaction of all closing conditions. In connection with the offering, the Selling Stockholder has granted the underwriters an option to purchase up to 5,171,929 additional shares of common stock from the Selling Stockholder, which was increased from the previously announced 4,942,500 additional shares.
Concurrent with the offering, the Selling Stockholder granted to the Company an option to repurchase from the Selling Stockholder, in a privately-negotiated transaction, up to 15,750,000 shares of its common stock (the “Share Repurchase”). The Company has exercised this option with respect to 14,000,000 shares. The purchase price for the shares covered by the Share Repurchase is $24.85 per share, which is the price per share at which the underwriters will purchase shares of the Company’s common stock from the Selling Stockholder in the offering. The shares repurchased by the Company in the Share Repurchase will be retired. The offering is not conditioned upon the completion of the Share Repurchase.
Park did not offer any shares of common stock in the offering and will not receive any proceeds from the sale of shares in the offering.
Barclays and J.P. Morgan are acting as joint book-running managers and representatives of the underwriters for the offering. UBS Investment Bank, Goldman Sachs & Co. LLC, Morgan Stanley, Deutsche Bank Securities and Credit Suisse are also acting as joint book-running managers and underwriters for the offering. In addition, BofA Merrill Lynch is serving as an advisor to the Company in connection with the offering.
The offering of these securities is being made pursuant to an effective registration statement. This offering will be made only by means of a prospectus. A copy of the final prospectus relating to these securities, when available, may be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: Barclaysprospectus@broadridge.com, telephone: (888) 603-5847, or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204. The final prospectus, when available, may also be accessed through the website of the Securities and Exchange Commission at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Park Hotels & Resorts Inc.
Park Hotels & Resorts Inc. (NYSE: PK) is the second largest publicly traded lodging real estate investment trust with a diverse portfolio of market-leading hotels and resorts with significant underlying real estate value. Park’s portfolio currently consists of 55 premium-branded hotels and resorts with over 32,000 rooms located in prime U.S. and international markets with high barriers to entry.
Special Note About Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements related to Park’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, the effects of competition and the effects of future legislation or regulations and other non-historical statements. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements in this press release. Additional factors that could cause Park’s results to differ materially from those described in the forward-looking statements can be found under the sections entitled “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in Park’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC, as such factors may be updated from time to time in Park’s periodic reports or other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date on which they are made and Park undertakes no obligation to update or revise publicly any guidance or other forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.