Park Hotels & Resorts Inc. (“Park”) (NYSE: PK) announced today
the expiration of and the final results for the previously
announced offer to purchase for cash (the “Tender Offer”) commenced
by Park’s subsidiaries, Park Intermediate Holdings LLC, a Delaware
limited liability (the “Company”), PK Domestic Property LLC, a
Delaware limited liability company, and PK Finance Co-Issuer Inc.,
a Delaware corporation (collectively, the “Issuers”), for any and
all of their outstanding 7.500% Senior Notes due 2025 (the
“Notes”). The Tender Offer expired at 5:00 p.m., New York City
time, on May 13, 2024 (the “Expiration Time”).
On May 16, 2024, the Issuers purchased
$311,473,000 in principal amount of the Notes that were validly
tendered and not validly withdrawn or with respect to which a
properly completed and duly executed Notice of Guaranteed Delivery
was delivered at or prior to the Expiration Time.
According to information received from Global
Bondholder Services Corporation, the Tender and Information Agent
for the Tender Offer, the following table sets forth details
regarding the total aggregate principal amount of the Notes validly
tendered and not validly withdrawn or with respect to which a
properly completed and duly executed Notice of Guaranteed Delivery
was delivered at or prior to the Expiration Time and the principal
amount of the Notes that will be accepted for purchase by the
Issuers today:
Title of
Security |
|
CUSIP Numbers/ISINs: |
|
Principal Amount Outstanding |
|
Principal Amount Tendered |
|
Principal Amount
to beAccepted
on 5/16/2024 |
7.500% Senior Notes due 2025 |
|
144A: 70052LAA1 / US70052LAA17Reg S: U7013LAA8 / USU7013LAA80 |
|
$650,000,000 |
|
$311,473,000 |
|
$311,473,000 |
|
In addition, on May 16, 2024, the Issuers issued
a notice of redemption for all of the Notes outstanding following
the settlement of the Tender Offer at a redemption price of
100.000% of the principal amount thereof, plus accrued and unpaid
interest to, but excluding, the redemption date (which is expected
to be June 1, 2024) pursuant to the terms of the indenture
governing the Notes. Following the redemption on the redemption
date, the Issuers will no longer have any Notes outstanding.
Wells Fargo Securities, LLC served as Dealer
Manager for the Tender Offer. Global Bondholder Services
Corporation served as the Tender and Information Agent for the
Tender Offer. Questions regarding the Tender Offer may be directed
to Wells Fargo Securities, LLC at 550 South Tryon Street, 5th
Floor, Charlotte, North Carolina 28202, Attn: Liability Management
Group, (866) 309-6316 (toll-free), (704) 410-4759 (collect) or by
email to liabilitymanagement@wellsfargo.com.
This press release is for informational purposes
only and does not constitute an offer to purchase or the
solicitation of an offer to sell any securities, including the
Notes.
About Park Hotels &
ResortsPark is one of the largest publicly traded lodging
REITs, with a diverse portfolio of iconic and market-leading hotels
and resorts with significant underlying real estate value. Park’s
portfolio currently consists of 43 premium-branded hotels and
resorts with over 26,000 rooms located in prime city center and
resort locations.
Forward Looking StatementsThis
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 the effects of Park’s decision to cease
payments on its $725 million non-recourse CMBS loan secured by the
1,921-room Hilton San Francisco Union Square and the 1,024-room
Parc 55 San Francisco – a Hilton Hotel and the lender’s exercise of
its remedies, including placing such hotels into receivership, as
well as Park’s current expectations regarding the performance of
its business, financial results, liquidity and capital resources,
including anticipated repayment of certain of its indebtedness
(including the Notes), the completion of capital allocation
priorities, the expected repurchase of Park’s stock, the impact
from macroeconomic factors (including inflation, elevated interest
rates, potential economic slowdown or a recession and geopolitical
conflicts), the effects of competition, the effects of future
legislation or regulations, the expected completion of anticipated
dispositions, the declaration, payment and any change in amounts of
future dividends 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,” “hopes” or the negative
version of these words or other comparable words. You should not
rely on forward-looking statements since they involve known and
unknown risks, uncertainties and other factors which are, in some
cases, beyond Park’s control and which could materially affect its
results of operations, financial condition, cash flows, performance
or future achievements or events.
All such forward-looking statements are based on
current expectations of management and therefore involve estimates
and assumptions that are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from
the results expressed in these forward-looking statements. You
should not put undue reliance on any forward-looking statements and
Park urges investors to carefully review the disclosures it makes
concerning risks and uncertainties under “Risk Factors” and in
Park’s Annual Report on Form 10-K for the year ended December 31,
2023, as such factors may be updated from time to time in its
periodic filings with the Securities and Exchange Commission (the
“SEC”), which are accessible on the SEC’s website at www.sec.gov.
Except as required by law, Park undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
For more information, contact:Ian
WeissmanSenior Vice President, Corporate
Strategy571-302-5591iweissman@pkhotelsandresorts.com
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