UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 18, 2024 (
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Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2024, Hilton Grand Vacations Trust I LLC (the “Borrower”), a subsidiary of Hilton Grand Vacations Inc. (the “Company”), entered into Omnibus Amendment No. 3, dated as of November 15, 2024 (the “Amendment”) to the Amended and Restated Receivables Loan Agreement, dated as of May 3, 2022 (as previously amended, the “Amended and Restated Receivables Loan Agreement”), by and among the Borrower, as borrower, Computershare Trust Company, N.A., as paying agent and securities intermediary, Bank of America, N.A., as administrative agent and structuring agent, certain financial institutions as conduit lenders, certain financial institutions as committed lenders, and certain financial institutions as managing agents. The Amendment further amends the Amended and Restated Receivable Loan Agreement and the related revolving warehouse loan facility (the “Warehouse Credit Facility”) and, among other things:
| • | increases the borrowing capacity from $750,000,000 to $850,000,000; |
| • | permits the Borrower to pledge as collateral timeshare loans originated by Bluegreen Vacations Corporation (the “Bluegreen Timeshare Loans”), subject to certain eligibility criteria and other conditions; |
| • | provides for a separate advance rate for the Bluegreen Timeshare Loans based on FICO scores and obligors with no FICO score; and |
| • | includes customary used and unused fees. |
As of November 15, 2024, the Company had no outstanding borrowings under the Warehouse Credit Facility.
Affiliates of various committed lenders and/or managing agents under the Warehouse Credit Facility, including Bank of America, N.A., Deutsche Bank AG, Wells Fargo Bank, National Association, Barclays Bank PLC, MUFG Bank, Ltd., Citizens Bank, N.A., Regions Bank, Truist Bank, HSBC Bank USA, N.A., Canadian Imperial Bank of Commerce and Goldman Sachs Bank USA are also lenders and/or agents under the Company’s secured credit facility. Any or all of such committed lenders and/or managing agents have performed, and may in the future perform, various other commercial banking, investment banking and other financial advisory services for the Company and its subsidiaries for which they have received, and may receive, customary fees and expenses. This summary is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| Exhibit 10.1 | Omnibus Amendment No. 3, dated as of November 15, 2024, to the Amended and Restated Receivables Loan Agreement, by and among the Borrower, as borrower, Computershare Trust Company, N.A., as paying agent and securities intermediary, Bank of America, N.A., as administrative agent and structuring agent, certain financial institutions as conduit lenders, certain financial institutions as committed lenders, and certain financial institutions as managing agents. | |
| 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 18, 2024