Park Hotels & Resorts Inc. (“Park” or the “Company”) (NYSE: PK)
announced today that certain of its subsidiaries, Park Intermediate
Holdings LLC (the “Operating Company”), PK Domestic Property LLC
(“PK Domestic LLC”) and PK Finance Co-Issuer Inc. (together with
the Operating Company and PK Domestic LLC, the “Issuers”),
completed the previously announced offering of $750 million
aggregate principal amount of 4.875% senior secured notes due 2029
(the “Notes”). The Notes will pay interest semi-annually in
arrears, at a rate of 4.875% per year, and will mature on May 15,
2029. The Notes are guaranteed by Park and certain subsidiaries of
the Operating Company that guarantee the Company’s senior credit
facilities and existing senior secured notes due 2025 and 2028. The
Notes are secured, subject to permitted liens, by a first priority
security interest in all of the capital stock of certain wholly
owned subsidiaries of certain of the guarantors and PK Domestic
LLC, which collateral also secures the obligations under the
Company’s senior credit facilities and existing senior secured
notes due 2025 and 2028 on a first priority basis.
In accordance with the terms of its revolving
credit facility (the “Revolver”) and term loan facility entered
into in 2019 and maturing in August 2024 (the “Term Loan”), the
Company intends to use approximately $564 million of the net
proceeds from the offering of the Notes to repay amounts
outstanding under the Revolver and approximately $173 million to
repay a portion of the Term Loan. Subsequent to these repayments,
the outstanding balances for the Revolver and Term Loan will be
approximately $13 million and approximately $497 million,
respectively.
Thomas J. Baltimore, Jr., Chairman and Chief
Executive Officer, stated, “I am extremely pleased with the
execution of this offering, our third corporate bond issuance in 12
months, which increases our liquidity position to over $1.9 billion
and extends our weighted average maturities to over five years.
This transaction, combined with our recent and announced asset
sales and hotel re-openings, demonstrate continued progress against
our 2021 goals, which include returning to profitability,
re-imagining the hotel operating model and further strengthening
the balance sheet.”
The Notes and the related guarantees were not
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws. The Notes were not
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Notes were offered only to persons
reasonably believed to be “qualified institutional buyers” in
reliance on the exemption from registration provided by Rule 144A
under the Securities Act and to certain non-U.S. persons in
offshore transactions in reliance on Regulation S under the
Securities Act.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any securities and
shall not constitute an offer to sell or a solicitation of an offer
to buy, or a sale of, the Notes or any other securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Forward-Looking Statements
This press release 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 Park’s current expectations
regarding the performance of its business, financial results,
liquidity and capital resources, the effects of competition and the
effects of future legislation or regulations, the expected
completion of anticipated dispositions, the declaration and payment
of future dividends, 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,” “hopes” or the negative
version of these words or other comparable words. You should not
rely on forward-looking statements since they involve known and
unknown risks, uncertainties and other factors which are, in some
cases, beyond the Company’s control and which could materially
affect its results of operations, financial condition, cash flows,
performance or future achievements or events. Currently, one of the
most significant factors continues to be the adverse effect of
COVID-19, including possible resurgences, on the Company’s
financial condition, results of operations, cash flows and
performance, its hotel management companies and its hotels’
tenants, and the global economy and financial markets. COVID-19 has
significantly affected the Company’s business, and the extent to
which COVID-19 continues to affect the Company, its hotel managers,
tenants and guests at the Company’s hotels will depend on future
developments, which are highly uncertain and cannot be predicted
with confidence, including the scope, severity and duration of the
pandemic, the actions taken to contain the pandemic or mitigate its
effect, the emergence of virus variants, the efficacy, availability
and deployment of vaccinations and other treatments to combat
COVID-19, including public adoption rates of COVID-19 vaccines,
additional closures that may be mandated or advisable even after
the reopening of certain of the Company’s hotels on a limited
basis, whether due to an increased number of COVID-19 cases or
otherwise, and the direct and indirect economic effects of the
pandemic and containment measures, among others. Moreover,
investors are cautioned to interpret many of the risks identified
in the risk factors included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2020 as being heightened as a
result of the ongoing and numerous adverse impacts of COVID-19.
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,
2020, 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.
For more information, contact:Ian
WeissmanSenior Vice President, Corporate
Strategy571-302-5591iweissman@pkhotelsandresorts.com
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