Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of HLT Holdco III LLC; HLT Holdco II LLC; HLT BREP VI.TE.2 Holdco LLC; Blackstone Real Estate Partners VI.TE.2 L.P.; HLT BREH VI Holdco LLC; HLT BREH VI Holdings Holdco LLC; Blackstone Real Estate Holdings VI L.P.; HLT BREH Intl II Holdco LLC; HLT BREH Intl II Holdings Holdco LLC; Blackstone Real Estate Holdings International II-Q L.P.; Blackstone Real Estate International II-Q GP L.P.; Blackstone Real Estate International II-Q GP L.L.C.; BREP VI Side-by-Side GP L.L.C.; HLT Holdco LLC; HLT A23 Holdco LLC, HLT A23 BREH VI Holdco LLC, Blackstone A23 Holdings LLC; BH Hotels Holdco LLC; Blackstone Real Estate Partners VI L.P.; Blackstone Capital Partners V L.P.; Blackstone Management Associates V L.L.C.; BMA V L.L.C.; Blackstone Real Estate Associates VI L.P.; BREA VI L.L.C.; Blackstone Holdings III L.P.; Blackstone Holdings III GP L.P.; Blackstone Holdings III GP Management L.L.C.; The Blackstone Group L.P.; Blackstone Group Management L.L.C. and Stephen A. Schwarzman, on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Hilton Worldwide Holdings Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 8th day of August 2014.
HLT HOLDCO III LLC By: HLT Holdco II LLC, its sole member By: HLT Holdco LLC, its sole member By: BH Hotels Holdco LLC, its sole member | ||
By: Blackstone Real Estate Partners VI L.P., its managing member | ||
By: Blackstone Real Estate Associates VI L.P., its general partner | ||
By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: Blackstone Capital Partner V L.P., its managing member | ||
By: Blackstone Management Associates V L.L.C., its general partner | ||
By: BMA V L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
HLT HOLDCO II LLC By: HLT Holdco LLC, its sole member | ||
By: BH Hotels Holdco LLC, its sole member By: Blackstone Real Estate Partners VI L.P., its managing member By: Blackstone Real Estate Associates VI L.P., its general partner By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: Blackstone Capital Partner V L.P., its managing member By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
[Hilton Worldwide Holdings Inc.—Joint Filing Agreement]
HLT BREP VI.TE.2 HOLDCO LLC By: Blackstone Real Estate Partners VI.TE.2 L.P. By: Blackstone Real Estate Associates VI L.P., its general partner By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE REAL ESTATE PARTNERS VI.TE.2 L.P. By: Blackstone Real Estate Associates VI L.P., its general partner By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE REAL ESTATE HOLDINGS VI L.P. By: BREP VI Side-by-Side GP L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BREP VI SIDE-BY-SIDE GP L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
HLT BREH INTL II HOLDCO LLC By: HLT BREH Intl II Holdings Holdco LLC, its sole member By: Blackstone Real Estate Holdings International II-Q L.P., its managing member By: Blackstone Real Estate International II-Q GP L.P., its general partner By: Blackstone Real Estate InternationalII-Q GP L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
[Hilton Worldwide Holdings Inc.—Joint Filing Agreement]
HLT BREH INTL II HOLDINGS HOLDCO LLC By: Blackstone Real Estate Holdings International II-Q L.P., it managing member By: Blackstone Real Estate International II-Q GP L.P., its general partner By: Blackstone Real Estate International II-Q GP L.L.C., its managing member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE REAL ESTATE HOLDINGS INTERNATIONAL II-Q L.P. By: Blackstone Real Estate International II-Q GP L.P., its general partner By: Blackstone Real Estate International II-Q GP L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE REAL ESTATE INTERNATIONAL II-Q GP L.P. By: Blackstone Real Estate International II-Q GP L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE REAL ESTATE INTERNATIONAL II-Q GP L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
[Hilton Worldwide Holdings Inc.—Joint Filing Agreement]
HLT HOLDCO LLC By: BH Hotels Holdco LLC, its sole member
By: Blackstone Real Estate Partners VI L.P., its managing member By: Blackstone Real Estate Associates VI L.P., its general partner By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: Blackstone Capital Partner V L.P., its managing member By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
HLT A23 BREH VI HOLDCO LLC By: Blackstone Real Estate Holdings VI L.P., its sole member By: BREP VI Side-by-Side GP L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
[Hilton Worldwide Holdings Inc. —Joint Filing Agreement]
HLT A23 HOLDCO LLC By: Blackstone A23 Holdings LLC, its Sole Member By: Blackstone Real Estate Partners VI L.P., its Managing Member By: Blackstone Real Estate Associates VI L.P., its General Partner By: BREA VI L.L.C., its General Partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: Blackstone Capital Partners V L.P., its Managing Member By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE A23 HOLDINGS LLC
By: Blackstone Real Estate Partners VI L.P., its managing member By: Blackstone Real Estate Associates VI L.P., its general partner By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: Blackstone Capital Partner V L.P., its managing member By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
[Hilton Worldwide Holdings Inc.—Joint Filing Agreement]
BH HOTELS HOLDCO LLC
By: Blackstone Real Estate Partners VI L.P., its managing member By: Blackstone Real Estate Associates VI L.P, its general partner By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: Blackstone Capital Partner V L.P., its managing member By: Blackstone Management Associates V L.L.C., its general partner By: BMA V L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE REAL ESTATE PARTNERS VI L.P. By: Blackstone Real Estate Associates VI L.P., its general partner By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE REAL ESTATE ASSOCIATES VI L.P. By: BREA VI L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BREA VI L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
[Hilton Worldwide Holdings Inc. - Joint Filing Agreement]
BLACKSTONE CAPITAL PARTNERS V L.P. By: Blackstone Management Associates V, L.L.C., its general partner By: BMA V, L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C. By: BMA V, L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BMA V L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE HOLDINGS III L.P. By: Blackstone Holdings III GP L.P., its general partner By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE HOLDINGS III GP L.P. By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
[Hilton Worldwide Holdings Inc.—Joint Filing Agreement]
THE BLACKSTONE GROUP L.P. By: Blackstone Group Management L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
STEPHEN A. SCHWARZMAN | ||
By: | /s/ Stephen A. Schwarzman | |
Name: Stephen A. Schwarzman |
[Hilton Worldwide Holdings Inc.—Joint Filing Agreement]