Park Hotels & Resorts Inc. Announces Upsizing and Pricing of Senior Secured Notes Offering
September 15 2020 - 3:15PM
Business Wire
Park Hotels & Resorts Inc. (“Park” or the “Company”) (NYSE:
PK) announced today that certain of its subsidiaries, Park
Intermediate Holdings LLC (the “Operating Company”), PK Domestic
Property LLC (“PK Domestic LLC”) and PK Finance Co-Issuer Inc.
(together with the Operating Company and PK Domestic LLC, the
“Issuers”), priced an offering of $725 million aggregate principal
amount of 5.875% senior secured notes due 2028 (the “Notes”) at a
price equal to 100% of face value. The Notes will pay interest
semi-annually in arrears, at a rate of 5.875% per year, and will
mature on October 1, 2028. The Notes will be guaranteed by Park and
certain subsidiaries of the Operating Company that guarantee the
Company’s senior credit facilities and existing senior secured
notes due 2025. The Notes will be secured, subject to permitted
liens, by a first priority security interest in all of the capital
stock of certain wholly owned subsidiaries of certain of the
guarantors and PK Domestic LLC, which collateral also secures the
obligations under the Company’s senior credit facilities and
existing senior secured notes due 2025 on a first priority
basis.
The offering has been upsized from the previously announced
amount of $650 million. The Issuers intend to use the proceeds of
the offering to repay the Company’s existing $631 million term loan
maturing in December 2021 in full and to use any remaining proceeds
to repay amounts outstanding under the Company’s revolving credit
facility. The Issuers anticipate that consummation of the offering
will occur on September 18, 2020, subject to customary closing
conditions.
The Notes and the related guarantees have not been 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 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 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, the expected completion of
anticipated dispositions, the declaration and payment 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” 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 the Company’s control and
which could materially affect its results of operations, financial
condition, cash flows, performance or future achievements or
events. Currently, one of the most significant factors is the
potential adverse effect of COVID-19, including possible
resurgences, on the Company’s financial condition, results of
operations, cash flows and performance, its hotel management
companies and its hotels’ tenants, and the global economy and
financial markets. The extent to which COVID-19 impacts the
Company, its hotel managers, tenants and guests at the Company’s
hotels will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, including the
scope, severity and duration of the pandemic, the actions taken to
contain the pandemic or mitigate its effect, additional closures
that may be mandated or advisable even after the reopening of
certain of the Company’s hotels on a limited basis, whether due to
an increased number of COVID-19 cases or otherwise, and the direct
and indirect economic effects of the pandemic and containment
measures, among others.
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 and Park urges
investors to carefully review the disclosures Park makes concerning
risk and uncertainties in Item 1A: “Risk Factors” in Park’s
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2020 and June 30, 2020 and Annual Report on Form 10-K for the year
ended December 31, 2019, as such factors may be updated from time
to time in Park’s filings with 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200915006157/en/
Ian Weissman Senior Vice President, Corporate Strategy
571-302-5591 iweissman@pkhotelsandresorts.com
Park Hotels and Resorts (NYSE:PK)
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