Hilton Announces Launch of Senior Notes Offering
September 05 2024 - 6:39AM
Business Wire
Hilton Worldwide Holdings Inc. (NYSE: HLT) (“Hilton”) announced
today that its indirect subsidiary Hilton Domestic Operating
Company Inc. (the “Issuer”) intends to offer $1.0 billion aggregate
principal amount of the Issuer’s Senior Notes due 2033 (the
“Notes”). The Issuer intends to use the net proceeds of the
offering for general corporate purposes.
The Notes to be offered have not been and will not be registered
under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. The Notes may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. The
Notes will be offered by the initial purchasers 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 and to certain non-U.S. persons in
offshore transactions in reliance on Regulation S under the
Securities Act.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act, and it is neither an offer
to sell nor a solicitation of an offer to buy any securities and
shall not constitute an offer to sell or a solicitation of an offer
to buy, or a sale of, the Notes or any other securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended. These
statements include, but are not limited to, statements related to
Hilton’s expectations regarding the performance of its business,
Hilton’s future financial results, liquidity and capital resources
and other non-historical statements. In some cases, you can
identify these forward-looking statements by the use of words such
as “outlook,” “believes,” “expects,” “forecasts,” “potential,”
“continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the
negative version of these words or other comparable words. Such
forward-looking statements are subject to various risks and
uncertainties including, among others, risks inherent to the
hospitality industry; macroeconomic factors beyond Hilton’s
control, such as inflation, changes in interest rates, challenges
due to labor shortages or disputes and supply chain disruptions;
the loss of key senior management personnel; competition for hotel
guests and management and franchise contracts; risks related to
doing business with third-party hotel owners; performance of
Hilton’s information technology systems; growth of reservation
channels outside of Hilton’s system; risks of doing business
outside of the United States; risks associated with conflicts in
Eastern Europe and the Middle East and other geopolitical events;
and Hilton’s indebtedness. Accordingly, there are or will be
important factors that could cause Hilton’s actual outcomes or
results to differ materially from those indicated on these
statements. Hilton believes these factors include, but are not
limited to, those described under the section entitled “Part I—Item
1A. Risk Factors” of Hilton’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, filed with the Securities and
Exchange Commission (the “SEC”), as such factors may be updated
from time to time in Hilton’s periodic filings with the SEC, which
are accessible on the SEC’s website at www.sec.gov. These factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in this press release and in Hilton’s filings with the SEC. Hilton
undertakes no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law.
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Investor Contact Jill Chapman +1 703 883 1000
Media Contact Kent Landers +1 703 883 3246
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