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 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 Grand Vacations 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.
Dated: January 13, 2017
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HLT HOLDCO III LLC |
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By: | | /s/ Kenneth A. Caplan |
Name: | | Kenneth A. Caplan |
Title: | | Senior Managing Director |
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HLT HOLDCO II LLC |
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By: | | /s/ Kenneth A. Caplan |
Name: | | Kenneth A. Caplan |
Title: | | Senior Managing Director |
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HLT HOLDCO LLC |
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By: | | /s/ Kenneth A. Caplan |
Name: | | Kenneth A. Caplan |
Title: | | Senior Managing Director |
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HLT BREH VI 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 |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
[Hilton Grand Vacations Inc. – Joint Filing Agreement]
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HLT A23 HOLDCO LLC |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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HLT BREP VI.TE.2 HOLDCO LLC |
By: | | HLT BREP VI.TE.2 Holdings Holdco LLC, its sole member |
By: | | Blackstone Real Estate Partners VI.TE.2 L.P., its sole member |
By: | | Blackstone Real Estate Associates VI L.P., its general partner |
By: | | BREA VI L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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HLT A23 BREH VI HOLDCO LLC |
By: | | HLT BREHVI-A Holdings Holdco LLC, its sole member |
By: | | Blackstone Real Estate Holdings VI L.P., its sole member |
By: | | BREP VISide-by-Side GP L.L.C. |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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HLT BREH INTL II HOLDCO LLC |
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By: | | /s/ Kenneth A. Caplan |
Name: | | Kenneth A. Caplan |
Title: | | Senior Managing Director |
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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 |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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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 |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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BLACKSTONE REAL ESTATE ASSOCIATES VI L.P. |
By: | | BREA VI L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
[Hilton Grand Vacations Inc. – Joint Filing Agreement]
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BREA VI L.L.C. |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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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 |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C. |
By: | | BMA V L.L.C., its sole member |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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BMA V L.L.C. |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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HLT BREP VI.TE.2 HOLDINGS HOLDCO LLC |
By: | | Blackstone Real Estate Partners VI.TE.2 L.P., its sole member |
By: | | Blackstone Real Estate Associates VI L.P., its general partner |
By: | | BREA VI L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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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 |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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HLT BREHVI-A HOLDINGS HOLDCO LLC |
By: | | Blackstone Real Estate Holdings VI L.P., its sole member |
By: | | BREP VISide-by-Side GP L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
[Hilton Grand Vacations Inc. – Joint Filing Agreement]
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BLACKSTONE REAL ESTATE HOLDINGS VI L.P. |
By: | | BREP VISide-by-Side GP L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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BREP VISIDE-BY-SIDE GP L.L.C. |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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HLT BREH INTL II HOLDINGS HOLDCO LLC |
By: | | Blackstone Real Estate Holdings InternationalII-Q L.P., its sole member |
By: | | BREP InternationalII-Q GP L.P., its general partner |
By: | | BREP InternationalII-Q GP L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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BLACKSTONE REAL ESTATE HOLDINGS INTERNATIONALII-Q L.P. |
By: | | BREP InternationalII-Q GP L.P., its general partner |
By: | | BREP InternationalII-Q GP L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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BREP INTERNATIONALII-Q GP L.P. |
By: | | BREP InternationalII-Q GP L.L.C., its general partner |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
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BREP INTERNATIONALII-Q GP L.L.C. |
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By: | | /s/ Paul Quinlan |
Name: | | Paul Quinlan |
Title: | | Managing Director |
[Hilton Grand Vacations Inc. – Joint Filing Agreement]
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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 |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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BLACKSTONE HOLDINGS III GP L.P. |
By: | | Blackstone Holdings III GP Management L.L.C., its general partner |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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THE BLACKSTONE GROUP L.P. |
By: | | Blackstone Group Management L.L.C., its general partner |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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BLACKSTONE GROUP MANAGEMENT L.L.C. |
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By: | | /s/ John G. Finley |
Name: | | John G. Finley |
Title: | | Chief Legal Officer |
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/s/ Stephen A. Schwarzman |
Stephen A. Schwarzman |
[Hilton Grand Vacations Inc. – Joint Filing Agreement]