Exhibit 99.3
HILTON DOMESTIC OPERATING COMPANY INC.
HILTON WORLDWIDE FINANCE LLC
HILTON WORLDWIDE FINANCE CORP.
OFFERS TO EXCHANGE
$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF HILTON DOMESTIC OPERATING COMPANY INC.’S 4.250% SENIOR NOTES DUE 2024, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 4.250% SENIOR NOTES DUE 2024
$900,000,000 AGGREGATE PRINCIPAL AMOUNT OF HILTON WORLDWIDE FINANCE LLC AND HILTON WORLDWIDE FINANCE CORP.’S 4.625% SENIOR NOTES DUE 2025, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED
4.625% SENIOR NOTES DUE 2025
and
$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF HILTON WORLDWIDE FINANCE LLC AND HILTON WORLDWIDE FINANCE CORP.’S 4.875% SENIOR NOTES DUE 2027, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, FOR ANY AND ALL OF THEIR OUTSTANDING UNREGISTERED
4.875% SENIOR NOTES DUE 2027.
, 2017
To Our Clients:
Enclosed for your consideration are a Prospectus, dated , 2017 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers by Hilton Domestic Operating Company Inc., a Delaware corporation (“HOC”), Hilton Worldwide Finance LLC, a Delaware limited liability company (“HWF”), and Hilton Worldwide Finance Corp., a Delaware corporation (“HWFC” and, together with HOC and HWF, the “Issuers”), Hilton Worldwide Parent LLC, a Delaware limited liability company and the direct parent company of HWF (“HWP”), Hilton Worldwide Holdings Inc., a Delaware corporation and the direct parent company of HWP (“HLT Parent”), and certain of the Issuers’ subsidiaries (together with HLT Parent, HWP and, in the case of the 2024 Outstanding Notes (as defined below), HWF and HWFC, and, in the case of the 2025 Outstanding Notes (as defined below) and the 2027 Outstanding Notes (as defined below), HOC, the “Guarantors”), to exchange (the “Exchange Offers”) up to (i) $1,000,000,000 aggregate principal amount of HOC’s 4.250% Senior Notes due 2024 which have been registered under the Securities Act (the “2024 Exchange Notes”), for an equal aggregate principal amount of HOC’s outstanding unregistered 4.250% Senior Notes due 2024 that were issued on August 18, 2016 (the “2024 Outstanding Notes”), (ii) $900,000,000 aggregate principal amount of HWF and HWFC’s 4.625% Senior Notes due 2025 which have been registered under the Securities Act (the “2025 Exchange Notes”) for an equal aggregate principal amount of HWF and HWFC’s outstanding unregistered 4.625% Senior Notes due 2025 that were issued on March 16, 2017 (the “2025 Outstanding Notes”) and (iii) $600,000,000 aggregate principal amount of HWF and HWFC’s 4.875% Senior Notes due 2027 which have been registered under the Securities Act (the “2027 Exchange Notes” and, together with the 2024 Exchange Notes and the 2025 Exchange Notes, the “Exchange Notes”) for an equal aggregate principal amount of HWF and HWFC’s outstanding unregistered 4.875% Senior Notes due 2027 that were issued on March 16, 2017 (the “2027 Outstanding Notes” and, together with the 2024 Outstanding Notes and the 2025 Outstanding Notes, the “Outstanding Notes”), in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offers, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal, and are not subject to any covenant regarding registration under the Securities Act. The Outstanding Notes are fully and unconditionally guaranteed (the “Outstanding Guarantees”) by the Guarantors, and the Exchange Notes will be fully and unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offers in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offers. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offers” include the Guarantors’ offer to exchange the New Guarantees for the Outstanding Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Outstanding Guarantees. The Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offers is subject to certain conditions described in the Prospectus.
PLEASE NOTE THAT THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2017 (THE “EXPIRATION DATE”), UNLESS THE ISSUERS EXTEND THE EXCHANGE OFFERS.
The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuers urge beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offers.
Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.
The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.
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INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER
The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus and the Letter of Transmittal relating to the Exchange Offers by the Issuers and the Guarantors to exchange an aggregate principal amount of up to (i) $1,000,000,000 aggregate principal amount of HOC’s 2024 Exchange Notes, for an equal aggregate principal amount of HOC’s 2024 Outstanding Notes, (ii) $900,000,000 aggregate principal amount of HWF and HWFC’s 2025 Exchange Notes for an equal aggregate principal amount of HWF and HWFC’s 2025 Outstanding Notes and (iii) $600,000,000 aggregate principal amount of HWF and HWFC’s 2027 Exchange Notes for an equal aggregate principal amount of HWF and HWFC’s 2027 Outstanding Notes, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.
Title of Securities (i.e., 2024 Outstanding Notes, 2025 Outstanding Notes or 2027 Outstanding Notes) | Principal Amount of Outstanding Notes Held for Account Holder(s) | Principal Amount of Outstanding Notes to be Tendered* | ||
| * | Unless otherwise indicated, the entire principal amount of Outstanding Notes held for the account of the undersigned will be tendered. |
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If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Issuers. If a holder of the Outstanding Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.
SIGN HERE
| Dated: | , 2017 |
| Signature(s): | ||
| Print Name(s): | ||
| Address: | ||
| (Please include Zip Code) | ||
| Telephone Number: | ||
| (Please include Area Code) | ||
| Tax Identification Number or Social Security Number: | ||
| My Account Number With You: | ||
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