[LETTERHEADOF SIMPSON THACHER & BARTLETT LLP]
August 18, 2016
VIA COURIER AND EDGAR
| Re: | Park Hotels & Resorts Inc. |
Registration Statement on Form 10
File No. 001-37795
Sandra B. Hunter, Esq.
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Hunter:
On behalf of Park Hotels & Resorts Inc., we hereby transmit via EDGAR for filing with the Securities and Exchange Commission Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement, marked to show changes from the Registration Statement as filed on July 7, 2016.
In addition, we are providing the following response to your July 26, 2016 comment letter regarding the Registration Statement. To assist your review, we have retyped the text of the Staff’s comment in italics below. Please note that all references to page numbers in our response refer to the page numbers of Amendment No. 2. The response and information described below are based upon information provided to us by Park Hotels & Resorts. Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to such terms in Amendment No. 2.
SECURITIES AND EXCHANGE COMMISSION | 2 | August 18, 2016 |
Unaudited Pro Forma Combined Consolidated Financial Statements, page 88
| 1. | We note your disclosure of the transaction costs on page 72. It appears that you will record a pro forma adjustment for your debt issuance costs, but it does not appear that you will record an adjustment for your other transaction costs. Regarding your other transaction costs, please tell us how you determined it was not necessary to include an adjustment to the Unaudited Pro Forma Combined Consolidated Balance Sheet. Please refer to Article 11 of Regulation S-K. |
Park Hotels & Resorts advises the Staff that whether and to what extent it (as opposed to Hilton or Hilton Grand Vacations) shall bear the transaction costs relating to the spin-offs will be set forth in the Distribution Agreement, the terms of which have not yet been finalized. Accordingly, while this information has not yet been determined, Park Hotels & Resorts acknowledges the Staff’s comment and advises the Staff that to the extent that all or any portion of the transaction costs are to be borne by Park Hotels & Resorts, it will include an adjustment to the Unaudited Pro Forma Combined Consolidated Balance Sheet to reflect such transaction costs in a subsequent pre-effective amendment.
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SECURITIES AND EXCHANGE COMMISSION | 3 | August 18, 2016 |
Please do not hesitate to call Joshua Ford Bonnie at 212-455-3986 or Edgar J. Lewandowski at212-455-7614 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
| cc: | Securities and Exchange Commission | |
Jennifer Gowetski, Esq. | ||
Jennifer Monick | ||
Jeffrey Lewis | ||
| Hilton Worldwide Holdings Inc. | ||
Kristin A. Campbell, Esq. | ||
| Park Hotels & Resorts Inc. | ||
Sean M. Dell’Orto | ||
| Hogan Lovells US LLP | ||
J. Warren Gorrell, Jr. | ||
Stuart A. Barr | ||
