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EX-10.1 - EX-10.1 - Hilton Grand Vacations Inc.d505710dex101.htm

 

 

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): March 9, 2018

 

 

Hilton Grand Vacations Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-37794   81-2545345

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6355 MetroWest Boulevard, Suite 180

Orlando, Florida 32835

(Address of principal executive offices) (Zip Code)

(407) 722-3100

(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:

 

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))

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 1.01 Entry into a Material Definitive Agreement.

On March 9, 2018, Hilton Grand Vacations Trust I LLC (the “Trust”) and Hilton Resorts Corporation (“HRC”), each a subsidiary of Hilton Grand Vacations Inc., entered into Omnibus Amendment No. 8 (the “Amendment”) to the Receivables Loan Agreement, dated as of May 9, 2013 by and among the Trust, as borrower, HRC, as seller, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the financial institutions signatory thereto as conduit lenders, the financial institutions signatory thereto as committed lenders, the financial institutions signatory thereto as managing agents, and Deutsche Bank Securities, Inc., as administrative agent and structuring agent (the “Warehouse Credit Facility”). The Amendment, among other things, extends revolving period for the Warehouse Credit Facility for an additional two years, to March 9, 2020.


The description of the Amendment above is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d)    Exhibits.

 

Exhibit No.

  

Description

Exhibit 10.1    Omnibus Amendment No. 8 to Receivables Loan Agreement and Amendment No. 3 to Sale and Contribution Agreement Receivables Loan Agreement, effective as of March 9, 2018 by and among Hilton Grand Vacations Trust I LLC, as borrower, Hilton Resorts Corporation, as seller, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the financial institutions signatory hereto as managing agents, the financial institutions signatory hereto as conduit lenders, the financial institutions signatory hereto as committed lenders, and Deutsche Bank Securities, Inc., as administrative agent.


SIGNATURE

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.

 

HILTON GRAND VACATIONS INC.
By:  

/s/ Charles R. Corbin

  Charles R. Corbin
  Executive Vice President, Chief Legal Officer and Secretary

Date: March 13, 2018