Hilton Grand Vacations Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Date of Report (Date of Earliest Event Reported): November 8, 2024 (
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 6, 2024, Hilton Grand Vacations Inc., a Delaware corporation (“HGV”) entered into the Second Amended and Restated License Agreement (the “Amended License Agreement”) with Hilton Worldwide Holdings Inc. (“Hilton”). The Amended License Agreement amends, restates and supersedes the First Amended and Restated License Agreement, dated as of March 10, 2021, between HGV and Hilton (the “First Amended License Agreement”), as amended by the First Amendment thereto, dated as of April 4, 2022 (the “First Amendment”), the Second Amendment thereto, dated as of November 5, 2023 (the “Second Amendment”), and the Third Amendment thereto, dated as of January 16, 2024 (the “Third Amendment,” and together with the First Amended License Agreement, the First Amendment, and the Second Amendment, the “Current License Agreement”).
The Amended License Agreement, which incorporates and reflects the amendments agreed to by the parties pursuant to the First Amendment, the Second Amendment and the Third Amendment, includes additional amendments relating to, among other things, HGV’s continued integration of its January 2024 acquisition of Bluegreen Vacations Holding Corporation (“Bluegreen”). Such amendments are similar in scope to those previously agreed to by the parties in connection with HGV’s integration of its previously consummated acquisition of Diamond Resorts International, Inc., and include the following:
| • | rebranding plan of the Bluegreen properties to the HGV brands; |
| • | escalated royalty fee if the applicable target room conversion is not achieved, which is subject to reverting back to the original royalty fee if HGV catches up in subsequent years; and |
| • | certain matters related to Bluegreen’s marketing arrangement with Choice Hotels International, Inc., which HGV assumed in connection with the Bluegreen acquisition. |
The Amended License Agreement includes the parties’ acknowledgement that it incorporates and reflects in full their understanding and agreement that are set forth in the First Amendment, the Second Amendment and the Third Amendment, and that the condition and requirement related to the Choice Amendment (as defined in the Third Amendment) has been fully satisfied by HGV.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended License Agreement filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| Exhibit 10.1 | Second Amended and Restated License Agreement, dated as of November 6, 2024, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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, General Counsel and Secretary | ||
Date: November 8, 2024