UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2023
Park Hotels & Resorts Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-37795 | 36-2058176 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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1775 Tysons Blvd., 7th Floor, Tysons, VA |
| 22102 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(571) 302-5757
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | PK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On June 5, 2023, Park Hotels & Resorts Inc. (the “Company”) issued a press release announcing the cessation of payments toward its $725 million non-recourse CMBS loan (the “SF CMBS Loan”) secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco hotels ("the SF Hotels"), described in more detail under Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
Also on June 5, 2023, the Company made available on its website an investor presentation for use at Nareit’s REITweek conference and various other investor meetings in the coming weeks containing, among other things, a discussion of the Company’s determination to cease making any payment toward the SF CMBS Loan including the illustrative impact on the Company if both the SF Hotels are ultimately removed from the Company’s portfolio. A copy of the investor presentation is furnished as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any filing made by the Company under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
As noted under Item 7.01 above, on June 5, 2023, the Company announced the cessation of payments toward its $725 million SF CMBS Loan. The maturity date of the SF CMBS Loan is November 1, 2023 (the “Maturity Date”). The Company did not make the monthly interest payment due June 1, 2023 and does not expect to make any future interest payments or repay the loan on the Maturity Date. Under the loan agreement related to the SF CMBS Loan, the lenders may exercise their remedies under the SF CMBS Loan, which include accelerating the principal balance of the SF CMBS Loan and foreclosing on the SF Hotels. As of the date of this filing, the lenders have not exercised any of their remedies under the SF CMBS Loan. The Company intends to work in good faith with the loan’s servicers to determine the most effective path forward, which is expected to result in ultimate removal of the SF Hotels from the Company’s portfolio.
Forward-Looking Statements
This current report on Form 8-K 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 anticipated effects of the Company’s decision to cease payments on its $725 million SF CMBS Loan, as well as Park’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, the impact to its business and financial condition and that of its hotel management companies from macroeconomic factors (including inflation, increases in interest rates, potential economic slowdown or a recession and geopolitical conflicts), the effects of competition and the effects of future legislation or regulations, 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.
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 Annual Report on Form 10-K for the year ended December 31, 2022, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Park Hotels & Resorts Inc. |
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Date: June 5, 2023 |
| By: | /s/ Sean M. Dell’Orto |
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| Sean M. Dell’Orto |
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| Executive Vice President, Chief Financial Officer and Treasurer |
