Exhibit 10.3
Execution version
Hilton grand vacations borrower escrow, llc
HILTON GRAND VACATIONS BORROWER ESCROW, INC.
PURCHASE AGREEMENT
June 14, 2021
DEUTSCHE BANK SECURITIES INC.
As Representative of the Initial Purchasers
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Ladies and Gentlemen:
Introductory. Hilton Grand Vacations Borrower Escrow, LLC, a Delaware limited liability company (the “Issuer”), and Hilton Grand Vacations Borrower Escrow, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), each an indirect wholly-owned subsidiary of Hilton Grand Vacations Inc. (the “Parent”), the indirect parent of Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Surviving Issuer”), and Hilton Grand Vacations Borrower Inc., a Delaware corporation (the “Surviving Co-Issuer” and, together with the Surviving Issuer, the “Surviving Issuers”), propose to issue and sell to Deutsche Bank Securities Inc. (“Deutsche Bank”) and the other several initial purchasers named in Annex A (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in Annex A of $500,000,000 aggregate principal amount of the Issuers’ 4.875% Senior Notes due 2031 (the “Notes”). Deutsche Bank has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offer and sale of the Notes and the related Guarantees (as defined below) (the “Offering”).
The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), by and among the Issuers, the Surviving Issuer in its capacity as Escrow Guarantor (in such capacity, the “Escrow Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a blanket issuer letter of representations, as supplemented by the relevant riders, each to be dated on or before the Closing Date (as so supplemented, the “DTC Agreement”), among the Issuers and the Depositary.
The representations, warranties, covenants and agreements of the Surviving Issuers and the Guarantors (as defined below), other than the Escrow Guarantor, under this agreement (this “Agreement”) shall not become effective until the execution by the Surviving Issuers and the Guarantors of a joinder agreement to this Agreement, substantially in the form attached hereto as Exhibit C (the “Joinder Agreement”), at which time such representations, warranties, covenants and agreements shall become effective as of the date hereof pursuant to the terms of the Joinder Agreement, and each of the Surviving Issuers and the Guarantors shall, without any further action by any person, become a party to this Agreement.
The Offering is occurring in connection with the Agreement and Plan of Merger, dated as of March 10, 2021 (as amended, the “Merger Agreement”), by and among the Parent, the Surviving Issuer, Dakota Holdings, Inc., a Delaware corporation (“Diamond”), and the stockholders of Diamond named therein, pursuant to which Diamond will merge with and into the Surviving Issuer (the “Diamond
Merger”). The Surviving Issuer will be the surviving entity of the Diamond Merger. In conjunction with or prior to the Diamond Merger, and as described in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Parent, Holdings (as defined below), the Surviving Issuer and certain of the Surviving Issuer’s subsidiaries will (i) enter into a Credit Agreement, to be dated on or about the Closing Date, with Bank of America, N.A., as administrative agent, and the lenders and other parties party thereto (the “New Credit Agreement”), providing for a new $1.3 billion seven-year senior secured term loan facility, and (ii) amend (such amendment, the “Revolver Amendment” and, together with the New Credit Agreement and any other documents, agreements or instruments delivered in connection therewith, the “New Credit Documents”) their existing revolving credit facility under the Credit Agreement, dated as of December 28, 2016, as further amended, supplemented or otherwise modified, by and among the Parent, Holdings, the Surviving Issuer and certain of the Surviving Issuer’s subsidiaries, Bank of America, N.A., as administrative agent, and the lenders and other parties party thereto. In addition, in conjunction with the Diamond Merger and as described in the Pricing Disclosure Package, on June 4, 2021, the Issuers, the Escrow Guarantor and Wilmington Trust, National Association, as trustee, entered into an indenture (the “2029 Notes Indenture” and together any documents, agreements and instruments delivered in connection therewith, the "2029 Notes Documents") for the issuance and sale (the "2029 Notes Offering”) of $850,000,000 aggregate principal amount of 5.000% senior notes due 2029 (the “2029 Notes”) and, upon the closing of the Diamond Merger and the merger of the Issuer and Co-Issuer with and into the Surviving Issuer and Surviving Co-Issuer, respectively, the Surviving Issuers will thereupon assume the obligations under the 2029 Notes, the 2029 Notes will become guaranteed by the Guarantors and the proceeds of the 2029 Notes Offering will be released from escrow to fund the repayment of certain existing indebtedness of the Surviving Issuers and Diamond and to pay related fees and expenses (collectively, the "2029 Notes Transactions"). As described in the Pricing Disclosure Package and the Final Offering Memorandum, the proceeds from the Offering are expected to be used to fund the repayment of certain existing indebtedness of the Surviving Issuers and Diamond and to pay related fees and expenses.
If the Closing Date occurs prior to the Completion Date, concurrently with the closing of the offering of the Notes, the Issuers will enter into a customary escrow agreement relating to the Notes (the “Escrow Agreement”) with the Trustee, Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), and the Escrow Guarantor. Pursuant to the Escrow Agreement, (i) the Issuers will deposit or cause to be deposited the gross proceeds of the Offering into a segregated escrow account established pursuant to the Escrow Agreement (the “Escrow Account”) and (ii) the Escrow Guarantor will agree to pay (the “Escrow Guarantee”) an amount necessary to fund the interest due on the Notes from June 28, 2021 to, but excluding the Special Mandatory Redemption Date (as defined in the Preliminary Offering Memorandum). The funds held in the Escrow Account will be released to the Surviving Issuer upon delivery by the Issuers to the Escrow Agent and the Trustee of an officer’s certificate certifying that the Escrow Conditions (as defined in the Pricing Disclosure Package) have been or, substantially concurrently with the release of the funds held in the Escrow Account, will be met, including (a) the consummation of the Diamond Merger, (b) the application of the funds held in the Escrow Account in connection with the Diamond Merger as described in the Pricing Disclosure Package and the Final Offering Memorandum, (c) the execution and delivery by the Surviving Issuers and the Guarantors of (i) the Supplemental Indenture (as defined below) and (ii) the Joinder Agreement ((i) and (ii) together, the “Assumption”), and (d) the consummation of (i) the merger of the Issuer with and into the Surviving Issuer, with the Surviving Issuer continuing as the surviving entity, and (ii) the merger of the Co-Issuer with and into the Surviving Co-Issuer, with the Surviving Co-Issuer continuing as the surviving entity (collectively, the “Escrow Mergers”). The date, if any, when the Escrow Conditions are satisfied is herein referred to as the “Escrow Release Date.” In the event that upon the earlier of (a) the Escrow Agent not having received the officer’s certificate described above on or prior to the Escrow End Date (as defined in the Preliminary Offering Memorandum), (b) the Issuers notifying the Escrow Agent and the Trustee in writing that the Diamond Merger will not be consummated on or prior to the
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Termination Date (as defined in the Merger Agreement) or (c) the Merger Agreement having been terminated in accordance with its terms (such earlier date, the “Cut-Off Date”), the Issuers will be required to redeem the Notes in accordance with the special mandatory redemption provisions set forth in the Indenture. For the purposes of this Agreement, the term “Completion Date” means the Escrow Release Date. On and after the Closing Date and prior to the Completion Date, the Notes will be secured pursuant to the terms of the Escrow Agreement on a first-priority basis, by a lien on the Escrow Account and funds therein as described in the Pricing Disclosure Package and the Final Offering Memorandum (the “Escrow Collateral”). If the Diamond Merger is consummated on the Closing Date, all references to the “Completion Date” in this Agreement will refer to the Closing Date, and the escrow arrangements described herein will not be implemented.
On and after the Completion Date, the payment of principal, premium and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”), in each case jointly and severally, by (i) by the Parent, Hilton Grand Vacations Parent LLC, a Delaware limited liability company (“Holdings” and, together with the Parent, the “Parent Guarantors”), and each of the Surviving Issuer’s wholly owned domestic restricted subsidiaries (other than the Surviving Co-Issuer) as of the Completion Date, after giving effect to the Transactions and including the Diamond Entities (as defined below), that as of such date will guarantee the obligations under the Surviving Issuer’s senior secured credit facilities, which subsidiaries are expected to be those entities set forth on Schedule I-1 and Schedule I-2 hereto, as applicable (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantors, the “Guarantors”), and (ii) any other subsidiary of the Surviving Issuer formed or acquired after the Closing Date that is required to provide an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their respective Guarantees. Each of the Surviving Issuers and the Guarantors shall, on the Completion Date, execute and deliver a supplemental indenture (the “Supplemental Indenture”) to the Indenture (and other agreements and opinions reasonably satisfactory to the Trustee) pursuant to which they assume all of the obligations of the Issuer, in the case of the Surviving Issuer, and of the Co-Issuer, in the case of the Surviving Co-Issuer, or become Guarantors, in the case of the Guarantors, under the Indenture, the Notes and the Guarantees thereof, as the case may be, and from and after the Completion Date, references herein to the “Indenture” shall mean such Indenture dated as of the Closing Date, as supplemented by the Supplemental Indenture dated as of the Completion Date. The Notes, the Escrow Guarantee and the Guarantees are herein collectively referred to as the “Securities.”
As used herein, (i) the term “Diamond Entities” refers to each of Diamond’s wholly owned domestic restricted subsidiaries set forth on Schedule I-2 hereto, (ii) the term “Transactions” refers collectively to the consummation of the Diamond Merger pursuant to the Merger Agreement, the Offering, the issuance and sale of the Notes pursuant to the terms of this Agreement and the Indenture, the issuance of the Escrow Guarantee pursuant to the terms of the Indenture, the entry into the Escrow Agreement and the deposit of proceeds of the issuance and sale of the Notes into the Escrow Account, the granting of any security interest under the Escrow Agreement, the consummation of the Escrow Mergers, the Assumption, the release of funds from the Escrow Account and the use thereof for the repayment of certain outstanding indebtedness, the entry into the Joinder Agreement, the entry into the Supplemental Indenture, the issuance of the Guarantees pursuant to the terms of the Supplemental Indenture, the execution of the New Credit Documents, the borrowings under the New Credit Agreement and the use thereof for the repayment of certain outstanding indebtedness, the 2029 Notes Offering, the issuance and sale of the 2029 Notes pursuant to the 2029 Notes Indenture, the entry into the 2029 Notes Documents, the consummation of the 2029 Notes Transactions, and the payment of all fees and expenses related thereto, as well as any other transactions included in the definition of the “Transactions” in the Pricing Disclosure Package and the Final Offering Memorandum, and (iii) the term “Transaction Agreements” refers to the Merger Agreement, this Agreement, the Indenture, the Escrow Agreement, the Joinder Agreement, the Supplemental Indenture, the New Credit Documents and the 2029 Notes Documents.
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The Issuers and the Escrow Guarantor understand that the Initial Purchasers propose to effect the Offering on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the time this Agreement is executed by the parties hereto. The “Time of Execution” means 4:35 p.m. (New York City time) on June 14, 2021, which is the time of the first sale of the Securities by the Initial Purchasers. The Securities are to be offered and sold to, and are expected to be sold by, the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire the Securities shall be deemed to have agreed that the Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).
The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 14, 2021 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 14, 2021 (in the form attached hereto as Exhibit A, the “Pricing Supplement”), describing the terms of the Securities, each for use by each Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement (taken together) are herein referred to as the “Pricing Disclosure Package.” Promptly after the Time of Execution, the Issuers will prepare and deliver to each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”).
All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Parent under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Execution and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed by the Parent under the Exchange Act after the Time of Execution and incorporated by reference in the Final Offering Memorandum.
The Issuers, the Escrow Guarantor and, effective upon the execution of the Joinder Agreement, the Surviving Issuers and the Guarantors (including the Diamond Entities), jointly and severally, hereby confirm their agreements with the Initial Purchasers as follows:
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The execution, delivery and performance of the Transaction Documents by the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, as applicable, the issuance and delivery of the Securities, and the consummation of the Transactions (i) will not result in any violation of the provisions of the charter or by-laws or similar organizational documents of any of the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors, (ii) will not conflict with or constitute a breach of, or Default or, except as otherwise disclosed in the Offering Memorandum, a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Parent, the Parent’s subsidiaries, Diamond or the Diamond Entities pursuant to, or require the consent (except as shall have been obtained prior to the Completion Date) of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Parent, any subsidiary of the Parent, Diamond or any Diamond Entity, except, in the case of clauses (i) (other than with respect to the Issuers and the Surviving Issuers), (ii) and (iii) above, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances, consents or violations as are disclosed in the Offering Memorandum or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors and their respective subsidiaries.
Except as otherwise disclosed in the Offering Memorandum, no consent, approval, authorization or other order of, or registration, qualification or filing with, any court or other governmental or regulatory authority or agency, is required for the execution, delivery and performance of the Transaction Documents by the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, as applicable, the issuance and delivery of the Securities, or consummation of the Transactions, except (i) such as will be obtained or made by the Parent, the Surviving Issuers or the Issuers under the Securities Act, the Trust Indenture Act, applicable state securities or Blue Sky laws, (ii) such mortgages, filings and recordings with governmental or regulatory authorities or agencies as may be required to perfect security interests under the Escrow Agreement, and (iii) as shall have been obtained or made prior to the Closing Date, except where the failure to obtain any such consents, approvals, authorizations, orders, registrations or qualifications or make such filings would not impair, in any material respect, the ability of the Parent, the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors to consummate the Transactions.
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Any certificate signed pursuant to this Agreement by an officer of the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors and delivered to the Representative or to counsel for the Initial Purchasers in connection with the closing of the Offering shall be deemed to be a representation
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and warranty by such Issuer, the Escrow Guarantor, Surviving Issuer and Guarantor, as the case may be, to the Initial Purchasers as to the matters set forth therein.
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The Representative on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Issuers, the Escrow Guarantor, the Surviving Issuers and any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.
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If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Issuers at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 5, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination.
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Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, except as expressly set forth in Sections 9 and 10 hereof, the Initial Purchasers shall not be liable or responsible to the Issuers for any losses, damages or liabilities suffered or incurred by the Issuers, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security.
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The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 9 herein, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 9 herein with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 9 herein for purposes of indemnification.
The Issuers, the Escrow Guarantor and the Initial Purchasers agree and, upon execution and delivery of the Joinder Agreement, each Surviving Issuers and each Guarantor will agree, that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 10.
Notwithstanding the provisions of this Section 10, no Initial Purchaser shall be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 10 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Annex A. For purposes of this Section 10, each affiliate, director, officer and employee of such Initial Purchaser and each person, if any, who controls such Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each employee, director or officer of any Issuer, the Escrow Guarantor, any Surviving Issuer or any Guarantor, and each person, if any, who controls any Issuer, the Escrow Guarantor, any Surviving Issuer or any Guarantor within the meaning of the Securities Act and the Exchange Act, shall have the same rights to contribution as the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors.
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If to the Initial Purchasers:
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Attention: Leveraged Debt Capital Markets, Second Floor
Facsimile: (212) 797-4877
with a copy to the attention of the General Counsel, 36th Floor; Facsimile: (212) 797-4561
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
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Attention: Marcel Fausten
Facsimile: (212) 701-5111
If to the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors:
Hilton Grand Vacation Inc.
6355 MetroWest Boulevard, Suite 180
Orlando, Florida 32835
Facsimile: (703) 883-6188
Attention: Charles R. Corbin, Executive Vice President and General Counsel
with a copy to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Jonathan Ozner
Facsimile: (212) 455-2502
Alston & Bird LLP
950 F Street, NW
Washington, DC 20004
Attention: Alexander J. Park
Facsimile: (202) 239-3333
Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others.
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
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(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
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As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 19. Any action taken under this Section 19 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, on the one hand, and the several Initial Purchasers, or any of them, on the other hand with respect to the Offering. The Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the purchase and sale of the Securities pursuant to this Agreement.
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[Remainder of Page Intentionally Blank]
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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Parent the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
Very truly yours,
Hilton Grand Vacations Borrower Escrow, LLC
By: Hilton Grand Vacations Borrower LLC, its Managing Member and Sole Member
By: Hilton Grand Vacations Parent LLC, its Managing Member and Sole Member
By: Hilton Grand Vacations Inc., its Managing Member and Sole Member
| |
By: | /s/ Ben Loper |
| Name: Ben Loper |
| Title: Vice President |
Hilton Grand Vacations Borrower Escrow, Inc. | |
By: | /s/ Ben Loper |
| Name: Ben Loper |
| Title: Vice President and Treasurer |
Hilton Grand Vacations Borrower LLC
By: Hilton Grand Vacations Parent LLC, its Managing Member and Sole Member
By: Hilton Grand Vacations Inc., its Managing Member and Sole Member
| |
By: | /s/ Ben Loper |
| Name: Ben Loper |
| Title: Vice President |
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The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.
Deutsche Bank Securities, Inc.
Acting on behalf of itself | |
By: | Deutsche Bank Securities, Inc. |
By: | /s/ Shaun Ryan |
| Name: Shaun Ryan |
| Title: Director |
By: | /s/ Ryan Corning |
| Name: Ryan Corning |
| Title: Managing Director |
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ANNEX A
Initial Purchasers | Aggregate Principal Amount of Notes to be Purchased |
Deutsche Bank Securities Inc. | $ 122,500,000 |
BofA Securities, Inc. | $ 110,000,000 |
Barclays Capital Inc. | $ 110,000,000 |
Credit Suisse Securities (USA) LLC | $ 21,250,000 |
Goldman Sachs & Co. LLC | $ 21,250,000 |
J.P. Morgan Securities LLC | $ 21,250,000 |
MUFG Securities Americas Inc. | $ 21,250,000 |
Citizens Capital Markets, Inc. | $ 15,000,000 |
Fifth Third Securities, Inc. | $ 15,000,000 |
Regions Securities LLC | $ 15,000,000 |
Wells Fargo Securities, LLC | $ 15,000,000 |
HSBC Securities (USA) Inc. | $ 6,250,000 |
Mizuho Securities USA LLC | $ 6,250,000 |
Total | $500,000,000 |
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ANNEX B
Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:
Such Initial Purchaser has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S.
Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:
“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.”
None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities.
In connection with cash resale pursuant to Rule 144A, such Initial Purchaser has taken or will take reasonable steps to ensure that each purchaser of Securities is aware that such sale is being made in reliance on Rule 144A.
Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40 day restricted period referenced in Rule 903 of Regulation S and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act.
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SCHEDULE I-1
Anticipated Subsidiary Guarantors (Existing Parent Subsidiaries)
Entity Name | Jurisdiction |
HILTON GRAND VACATIONS PARENT LLC | Delaware |
HILTON GRAND VACATIONS INC. | Delaware |
48TH STREET HOLDING LLC | Delaware |
GRAND VACATIONS REALTY, LLC | Delaware |
GRAND VACATIONS TITLE, LLC | Delaware |
HILTON GRAND VACATIONS CLUB, LLC | Delaware |
HILTON GRAND VACATIONS COMPANY, LLC | Delaware |
HILTON GRAND VACATIONS FINANCING, LLC | Delaware |
HILTON GRAND VACATIONS MANAGEMENT, LLC | Nevada |
HILTON KINGSLAND 1, LLC | Delaware |
HILTON RESORTS CORPORATION | Delaware |
HILTON TRAVEL, LLC | Delaware |
HRC ISLANDER LLC | Delaware |
GRAND VACATIONS SERVICES LLC | Delaware |
HILTON RESORTS MARKETING CORP. | Delaware |
2400 PRINCE EDWARD, LLC | Delaware |
CUSTOMER JOURNEY, LLC | Delaware |
KUPONO PARTNERS LLC | Hawaii |
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SCHEDULE I-2
Anticipated Subsidiary Guarantors (Diamond Entities)
Entity Name | Jurisdiction |
Diamond Resorts International, Inc. | Delaware |
AB Blue Acquisition, LLC | Delaware |
AHC Professionals US Majority, LLC | Nevada |
AHC Professionals US Minority, LLC | Nevada |
AKGI St. Maarten N.V. | Delaware/Dutch West Indies |
Crescent One, LLC | Florida |
DestinationXchange, LLC | Delaware |
Diamond Asia Development, Inc. | Delaware |
Diamond Resorts Beach Quarters Development, LLC | Delaware |
Diamond Resorts Beachwoods Development, LLC | Delaware |
Diamond Resorts Boardwalk Development, LLC | Delaware |
Diamond Resorts California Collection Development, LLC | Delaware |
Diamond Resorts Centralized Services Company | Delaware |
Diamond Resorts Citrus Share Holding, LLC | Delaware |
Diamond Resorts Coral Sands Development, LLC | Delaware |
Diamond Resorts Corporation | Maryland |
Diamond Resorts Cypress Pointe I Development, LLC | Delaware |
Diamond Resorts Cypress Pointe II Development, LLC | Delaware |
Diamond Resorts Cypress Pointe III Development, LLC | Delaware |
Diamond Resorts Desert Isle Development, LLC | Nevada |
Diamond Resorts Developer and Sales Holding Company | Delaware |
Diamond Resorts DPM Development, LLC | Nevada |
Diamond Resorts Epic Mortgage Holdings, LLC | Delaware |
Diamond Resorts Fall Creek Development, LLC | Delaware |
Diamond Resorts Finance Holding Company | Delaware |
Diamond Resorts Franz Klammer Development, LLC | Delaware |
Diamond Resorts GK Development, LLC | Delaware |
Diamond Resorts Grand Beach I Development, LLC | Delaware |
Diamond Resorts Grand Beach II Development, LLC | Delaware |
Diamond Resorts Greensprings Development, LLC | Delaware |
Diamond Resorts Hawaii Collection Development, LLC | Delaware |
Diamond Resorts Hilton Head Development, LLC | Delaware |
Diamond Resorts Holdings, LLC | Nevada |
Diamond Resorts International Club, Inc. | Florida |
Diamond Resorts International Golf, LLC | Delaware |
Diamond Resorts International Marketing, Inc. | California |
Diamond Resorts International Marketing Mexico, LLC | Nevada |
Diamond Resorts International, LLC | Nevada |
Diamond Resorts IW Holding Company | Delaware |
Diamond Resorts IW Resort Ownership U.S. Corporation | Delaware |
Diamond Resorts IW Trading Company | Delaware |
Diamond Resorts IW Ventures, Inc. | Delaware |
Diamond Resorts Kona Development, LLC | Delaware |
Diamond Resorts Kona II Development, LLC | Delaware |
Diamond Resorts Las Vegas Development, LLC | Delaware |
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Diamond Resorts Management & Exchange Holding Company | Delaware |
Diamond Resorts Management, Inc. | Arizona |
Diamond Resorts MGV Development, LLC | Nevada |
Diamond Resorts Mortgage Holdings, LLC | Delaware |
Diamond Resorts Mystic Dunes Development, LLC | Nevada |
Diamond Resorts Ocean Beach Club Development, LLC | Delaware |
Diamond Resorts Oceanaire Development, LLC | Delaware |
Diamond Resorts Palm Springs Development, LLC | Delaware |
Diamond Resorts Poco Diablo Development, LLC | Delaware |
Diamond Resorts Poipu Development, LLC | Delaware |
Diamond Resorts Polo Development, LLC | Nevada |
Diamond Resorts Port Royal Development, LLC | Delaware |
Diamond Resorts Powhatan Development, LLC | Delaware |
Diamond Resorts Rancho Manana Development, LLC | Delaware |
Diamond Resorts Real Estate Academy, LLC | Delaware |
Diamond Resorts Residual Assets Development, LLC | Delaware |
Diamond Resorts Residual Assets Finance, LLC | Delaware |
Diamond Resorts Residual Assets M&E, LLC | Delaware |
Diamond Resorts Ridge on Sedona Development, LLC | Delaware |
Diamond Resorts Ridge Pointe Development, LLC | Delaware |
Diamond Resorts River Club Development, LLC | Delaware |
Diamond Resorts San Luis Bay Development, LLC | Delaware |
Diamond Resorts Santa Fe Development, LLC | Delaware |
Diamond Resorts Sapphire Valley Development, LLC | Delaware |
Diamond Resorts Scottsdale Development, LLC | Delaware |
Diamond Resorts Sedona Springs Development, LLC | Delaware |
Diamond Resorts Sedona Summit Development, LLC | Delaware |
Diamond Resorts St. Croix Development, LLC | Delaware |
Diamond Resorts Steamboat Development, LLC | Delaware |
Diamond Resorts Tahoe Beach & Ski Development, LLC | Delaware |
Diamond Resorts Tahoe Seasons Development, LLC | Delaware |
Diamond Resorts Teton Club Development, LLC | Nevada |
Diamond Resorts Turtle Cay Development, LLC | Delaware |
Diamond Resorts U.S. Collection Development, LLC | Delaware |
Diamond Resorts U.S. Collection-Hawaii Development, LLC | Delaware |
Diamond Resorts Villa Mirage Development, LLC | Delaware |
Diamond Resorts Villas of Sedona Development, LLC | Delaware |
Diamond Resorts West Maui Development, LLC | Delaware |
Diamond Resorts, LLC | Nevada |
DPM Acquisition, LLC | Delaware |
DPM Holdings, LLC | Delaware |
DPM RP Subsidiary, LLC | Delaware |
Extraordinary Escapes Corporation | Delaware |
Four C’s Hospitality, LLC | Nevada |
Galaxy Exchange Company | Florida |
George Acquisition Subsidiary, Inc. | Nevada |
Grand Escapes, LLC | Delaware |
Hospitality Management and Consulting Service, L.L.C. | Nevada |
ILX Acquisition, Inc. | Delaware |
ILX Acquisition, LLC | Delaware |
International Timeshares Marketing, LLC | Delaware |
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Island One Development, LLC | Nevada |
Lake Tahoe Resort Partners, LLC | California |
Mazatlan Development Inc. | Washington |
MMG Development Corp. | Florida |
Mystic Dunes Myrtle Beach, LLC | Delaware |
Mystic Dunes, LLC | Delaware |
Navigo Vacation Club, Inc. | Florida |
Poipu Resort Partners, L.P. | Hawaii |
Resort Management International, Inc. | California |
Resort Ventures, L.P. | California |
Resorts Development International, Inc. | Nevada |
Tempus Acquisition, LLC | Delaware |
Tempus Holdings, LLC | Delaware |
Vacation OTA, LLC | Nevada |
West Maui Resort Partners, L.P. | Delaware |
World Discovery Kids Club, LLC | Delaware |
Diamond Resorts Financial Services, Inc. | Nevada |
Bridgespire Financial Services, Inc. | Nevada |
Diamond Resorts HK, LLC | Nevada |
HK F&B Services, LLC | Delaware |
Diamond Resorts Daytona Development, LLC | Delaware |
Nevada HK F&B Services, LLC | Nevada |
Florida Diamond Resorts Management, LLC | Florida |
Island One Resorts Management Corporation | Florida |
Island One, Inc. | Florida |
Diamond Resorts Waikiki Development, LLC | Delaware |
DR Modern Spa, LLC | Hawaii |
Amber Group, Inc. | Florida |
Amber Vacation Realty, Inc. | Florida |
Amber Vacation Realty of Tennessee, Inc. | Tennessee |
Poinciana Vacation Resorts, Inc. | Florida |
Sunrise Ridge Resort, Inc. | Tennessee |
Diamond Resorts St. Louis Development, LLC | Delaware |
Diamond Resorts Kahana Development, LLC | Delaware |
Diamond Resorts Real Estate Academy-Hawaii, LLC | Delaware |
Diamond Resorts River Club Members, LLC | Delaware |
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EXHIBIT A
Pricing Supplement
P R I C I N G S U P P L E M E N T C O N F I D E N T I A L
$500,000,000
4.875% Senior Notes due 2031
__________________________
Pricing Supplement dated June 14, 2021
to the
Preliminary Offering Memorandum dated June 14, 2021
(the “Preliminary Offering Memorandum”)
This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Other information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Preliminary Offering Memorandum.
The total size of the offering has been increased from $425,000,000 to $500,000,000.
Concurrently with the closing of the offering of the 2031 Notes, the gross proceeds received from the issuance of the Notes, including the increase of $75,000,000 in the total offering size of the 2031 Notes, will be deposited into an Escrow Account, and the Issuer (as defined below) will agree to pay (the “HGV Escrow Guarantee”) an amount up to the amount necessary to fund the interest due on the 2031 Notes, including on such increased total offering size, from the Settlement Date (as defined below) to, but excluding, the Special Mandatory Redemption Date, which, when taken together with the Escrowed Funds, will be sufficient to fund the Special Mandatory Redemption Price of the 2031 Notes on the third business day following the Escrow End Date, if a Special Mandatory Redemption were to occur on such date. Upon satisfaction of the Escrow Release Conditions and release of the Escrowed Funds as described in the Preliminary Offering Memorandum, the net proceeds received from the increase of $75,000,000 in the total offering size are expected to be used to repay additional amounts outstanding under our Revolving Credit Facility (as defined in the Preliminary Offering Memorandum). If the Escrow Release Conditions are not satisfied, the gross proceeds received from the 2031 Notes, including from such increase of $75,000,000, will be used to redeem the 2031 Notes pursuant to the Special Mandatory Redemption as described under “Description of the Notes—Special Mandatory Redemption” in the Preliminary Offering Memorandum.
As a result of the increase in the aggregate principal amount of the 2031 Notes and the intended use of proceeds from such increase as described above, the aggregate principal amount to be outstanding under our Revolving Credit Facility following the consummation of the Transactions, on a pro forma basis, as set forth under “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information of HGV and Diamond” and other sections of the Preliminary Offering Memorandum, is expected to be approximately $269,000,000. Corresponding changes will be deemed to be made wherever applicable throughout the Preliminary Offering Memorandum.
The 2031 Notes (as defined below) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, and are being offered and sold only to persons reasonably
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believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. person in transactions outside the United States in reliance on Regulation S under the Securities Act.
Escrow Issuers and Issuers: | Hilton Grand Vacations Borrower Escrow, LLC and Hilton Grand Vacations Borrower Escrow, Inc. (collectively, the “Escrow Issuers”); their obligations to be assumed by Hilton Grand Vacations Borrower LLC (the “Issuer”) and Hilton Grand Vacations Borrower Inc., respectively (collectively with the Issuer, the “Issuers”). |
Title of Securities: | 4.875% Senior Notes due 2031 (the “2031 Notes”). |
Principal Amount: | $500,000,000. |
Final Maturity Date: | July 1, 2031. |
Issue Price: | 100.0%, plus accrued interest, if any, from June 28, 2021. |
Coupon: | 4.875%. |
Yield to Maturity: | 4.875%. |
Spread to Benchmark Treasury: | + 339 basis points |
Benchmark Treasury: | 1.625% UST due May 15, 2031 |
Interest Payment Dates: | January 1 and July 1. |
Record Dates: | December 15 and June 15. |
First Interest Payment Date: | January 1, 2022. |
Optional Redemption: | The Issuers may, at their option, redeem at any time and from time to time prior to July 1, 2026, some or all of the 2031 Notes at 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, plus a “make-whole premium” calculated based on the applicable Treasury Rate + 50 bps. From and after July 1, 2026, the Issuers may, at their option, redeem at any time and from time to time some or all of the 2031 Notes at the following redemption prices (expressed as a percentage of the principal amount of the 2031 Notes to be redeemed), plus accrued and unpaid interest to, but excluding, the redemption date, if redeemed during the 12-month period beginning on July 1 of each of the years set forth below: Year Percentage 2026.............................. 102.438% 2027.............................. 101.625% 2028.............................. 100.813% 2029 and thereafter....... 100.000% |
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|
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Optional Redemption with Equity Proceeds: |
|
Change of Control Triggering Event: | Put right at 101% of the aggregate principal amount of the 2031 Notes, plus accrued and unpaid interest to, but excluding, the repurchase date. |
CUSIP Numbers/ISINs: | 144A: 43284M AB4 / US43284MAB46 |
Ratings*: | B2 (Moody’s) / B- (S&P) / BB- (Fitch) |
Escrow of Gross Proceeds; Mandatory Redemption: |
If any Special Mandatory Redemption Event occurs, the Escrow Issuers will be required to redeem the 2031 Notes at a redemption price of 100% of the issue price of the 2031 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. The Escrowed Funds would be released and applied to pay for such redemption. |
Distribution: | 144A and Reg S with no registration rights. |
Bookrunners: | Deutsche Bank Securities Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. |
Co-Managers: | Citizens Capital Markets, Inc. Fifth Third Securities, Inc. Regions Securities LLC Wells Fargo Securities, LLC HSBC Securities (USA) Inc. Mizuho Securities USA LLC |
Trade Date: | June 14, 2021 |
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Settlement Date: | June 28, 2021 (T+10) (the “Settlement Date”) The Escrow Issuers expect that delivery of the 2031 Notes will be made to investors on or about June 28, 2021, which will be the tenth business day following the date of pricing of the 2031 Notes (such settlement being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade 2031 Notes prior to the second business day before the delivery of the 2031 Notes will be required, by virtue of the fact that the 2031 Notes will not initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the 2031 Notes who wish to trade the 2031 Notes prior to their date of delivery hereunder should consult their advisors. |
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the 2031 Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description.
This communication is being distributed solely to persons reasonably believed to be qualified institutional buyers, as defined in Rule 144A under the Securities Act, and to non-U.S. persons outside the United States, as defined under Regulation S.
This communication does not constitute an offer to sell the 2031 Notes and is not a solicitation of an offer to buy the 2031 Notes in any jurisdiction where the offer or sale is not permitted.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.
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EXHIBIT C
Form of Joinder Agreement
$500,000,000 of 4.875% Senior Notes due 2031
WHEREAS, Hilton Grand Vacations Borrower LLC, Hilton Grand Vacations Borrower Escrow, LLC, a Delaware limited liability company, Hilton Grand Vacations Borrower Escrow, Inc., a Delaware corporation, and Deutsche Bank Securities, Inc. (the “Representative”), for itself and the other Initial Purchasers named in the Purchase Agreement referenced below (the “Initial Purchasers”), heretofore executed and delivered a Purchase Agreement, dated June 14, 2021 (the “Purchase Agreement”), providing for the issuance and sale of the Securities (as defined therein); and
WHEREAS, in connection therewith, the Surviving Issuers and each Guarantor (as defined in the Purchase Agreement) has agreed to join in the Purchase Agreement pursuant to this agreement (this “Joinder Agreement”) on the Completion Date.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, each Surviving Issuer and each Guarantor hereby agrees for the benefit of the Initial Purchasers, as follows:
1. Joinder. Each of the undersigned hereby acknowledges that it has received a copy of the Purchase Agreement and acknowledges and agrees with the Initial Purchasers that by its execution and delivery hereof it shall: (i) join and become a party to the Purchase Agreement; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgements applicable to the Surviving Issuer, the Surviving Co-Issuer or a Guarantor, as applicable, in the Purchase Agreement as if made by such party as set forth in and in accordance with the terms of the Purchase Agreement; and (iii) perform all obligations and duties of the Surviving Issuer, the Surviving Co-Issuer or a Guarantor, as applicable, in accordance with the Purchase Agreement.
2. Representations and Warranties. The undersigned hereby represents and warrants to and agrees with the Initial Purchasers that it has all requisite corporate or limited liability company power and authority to execute, deliver and perform its obligations under the Transaction Agreements and it has duly and validly taken all necessary action for the consummation of the transactions contemplated hereby and by the Purchase Agreement.
3. Counterparts. This Joinder Agreement may be executed in two or more counterparts each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
4. Amendments. No amendment, modification or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all of the parties thereto.
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5. Headings. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Joinder Agreement.
6. GOVERNING LAW. THIS JOINDER AGREEMENT, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the undersigned has executed this agreement this____ day of _________________ 2021.
SUBSIDIARY GUARANTORS: | [___________] | |
| By: |
|
| Name: | |
| Title: | |
|
| |
SURVIVING ISSUER: | Hilton Grand Vacations Borrower LLC | |
| By: __________________________________ | |
| Name: | |
| Title: |
SURVIVING CO-ISSUER: | Hilton Grand Vacations Borrower Inc. |
| By: __________________________________ |
| Name: |
| Title: |
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The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.
Deutsche Bank Securities, Inc.
Acting on behalf of itself | |
By: | Deutsche Bank Securities, Inc. |
By: |
|
| Name: |
| Title: |
|
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