0001209191-13-057833.txt : 20131218 0001209191-13-057833.hdr.sgml : 20131218 20131218183426 ACCESSION NUMBER: 0001209191-13-057833 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131217 FILED AS OF DATE: 20131218 DATE AS OF CHANGE: 20131218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hilton Worldwide Holdings Inc. CENTRAL INDEX KEY: 0001585689 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 274384691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7930 JONES BRANCH DRIVE, SUITE 1100 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-883-1000 MAIL ADDRESS: STREET 1: 7930 JONES BRANCH DRIVE, SUITE 1100 CITY: MCLEAN STATE: VA ZIP: 22102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARZMAN STEPHEN A CENTRAL INDEX KEY: 0001070844 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286414 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Group L.P. CENTRAL INDEX KEY: 0001393818 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286416 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings I L.P. CENTRAL INDEX KEY: 0001464694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286418 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CT OPI GP, LLC CENTRAL INDEX KEY: 0001593797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286421 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CT Opportunity Partners I LP CENTRAL INDEX KEY: 0001424331 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286422 BUSINESS ADDRESS: STREET 1: 410 Park Avenue STREET 2: 14th Floor CITY: New York STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 410 Park Avenue STREET 2: 14th Floor CITY: New York STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CT OPI Cayman Corp., LTD CENTRAL INDEX KEY: 0001593799 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286423 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Group Management L.L.C. CENTRAL INDEX KEY: 0001404071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286415 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CT Investment Management Co., LLC CENTRAL INDEX KEY: 0001593800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286420 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings I/II GP Inc CENTRAL INDEX KEY: 0001464695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286417 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Huskies Acquisition LLC CENTRAL INDEX KEY: 0001593802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36243 FILM NUMBER: 131286419 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-583-5000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP; 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-12-17 0 0001585689 Hilton Worldwide Holdings Inc. HLT 0001593799 CT OPI Cayman Corp., LTD C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001424331 CT Opportunity Partners I LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001593797 CT OPI GP, LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001593800 CT Investment Management Co., LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001593802 Huskies Acquisition LLC C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464694 Blackstone Holdings I L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464695 Blackstone Holdings I/II GP Inc C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001393818 Blackstone Group L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404071 Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001070844 SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 2013-12-17 4 S 0 5193203 19.275 D 0 I See Footnotes Common Stock 729584173 I See Footnotes Common Stock 22908571 I See Footnotes Reflects shares of Common Stock that were indirectly held by CT OPI Cayman Corp., LTD, a debt-focused investment vehicle controlled by affiliates of Blackstone, through non-managing member interests in Hilton Global Holdings LLC. Hilton Hotels Holdings LLC is the managing member of Hilton Global Holdings LLC. Pursuant to an underwriting agreement, Hilton Global Holdings LLC has sold such shares. CT OPI Cayman Corp., LTD, is a former lender to the Issuer who received its interests in Hilton Global Holdings LLC as part of the Issuer's 2010 debt restructuring. CT OPI Cayman Corp., LTD is a debt-focused investment vehicle now managed by Blackstone as a result of Blackstone's 2012 acquisition of Capital Trust, Inc.'s investment management and special servicing business and related fund co-investments. No other vehicle sponsored or managed by Blackstone has received any cash in lieu of shares of Common Stock in connection with the initial public offering of Common Stock by the Issuer. This amount represents the $20.00 initial public offering price per share of Common Stock, par value $0.01 per share ("Common Stock"), of Hilton Worldwide Holdings Inc. (the "Issuer"), less the underwriting discount of $0.725 per share of Common Stock. Reflects shares of Common Stock directly held by Hilton Hotels Holdings LLC. Reflects shares of Common Stock directly held by Blackstone A23 Holdings LLC. The sole stockholder of CT OPI Cayman Corp., LTD is CT Opportunity Partners I, LP. The general partner of CT Opportunity Partners I, LP is CT OPI GP, LLC. The managing member of CT OPI GP, LLC is CT Investment Management Co. LLC. The sole member of CT Investment Management Co. LLC is Huskies Acquisition LLC. The sole member of Huskies Acquisition LLC is Blackstone Holdings I L.P. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. The sole member of Hilton Hotels Holdings LLC is BH Hotels Holdco LLC ("BH Hotels"). The managing members of each of BH Hotels and Blackstone A23 Holdings LLC are Blackstone Real Estate Partners VI L.P. and Blackstone Capital Partners V L.P. The general partner of Blackstone Capital Partners V L.P. is Blackstone Management Associates V L.L.C. The sole member of Blackstone Management Associates V L.L.C is BMA V L.L.C. The general partner of Blackstone Real Estate Partners VI L.P. is Blackstone Real Estate Associates VI L.P. The general partner of Blackstone Real Estate Associates VI L.P. is BREA VI L.L.C. The managing member of each of BREA VI L.L.C. and BMA V L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Steven A. Schwarzman. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than CT OPI Cayman Corp., LTD to the extent of its pecuniary interest in shares held by Hilton Global Holdings LLC), disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Blackstone Funds to the extent they directly hold securities reported herein and CT OPI Cayman Corp., LTD to the extent of its pecuniary interest in shares held by Hilton Global Holdings LLC) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. The number of shares of Common Stock reflects the 9,205,128-for-1 forward stock split that was effected immediately prior to the closing of the initial public offering by the Issuer. CT OPI CAYMAN CORP., LTD, By: CT Opportunities Partners I, LP, its sole member, By: CT OPI GP, LLC, its general partner, By: CT Investment Management Co. LLC, its sole member, By: /s/ Thomas C. Ruffing, Name: Thomas C. Ruffing 2013-12-18 CT OPPORTUNITIES PARTNERS I, LP, By: CT OPI GP, LLC, its general partner, By: CT Investment Management Co. LLC, its sole member, By: /s/ Thomas C. Ruffing, Name: Thomas C. Ruffing, Title: Chief Credit Officer 2013-12-18 CT OPI GP, LLC, By: CT Investment Management Co. LLC, its sole member, By: /s/ Thomas C. Ruffing, Name: Thomas C. Ruffing, Title: Chief Credit Officer 2013-12-18 CT INVESTMENT MANAGEMENT CO. LLC, By: /s/ Thomas C. Ruffing, Name: Thomas C. Ruffing, Title: Chief Credit Officer 2013-12-18 HUSKIES ACQUISITION LLC, By: /s/ Randall Rothschild, Name: Randall Rothschild, Title: Authorized Signatory 2013-12-18 BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2013-12-18 BLACKSTONE HOLDINGS I/II GP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2013-12-18 THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2013-12-18 BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2013-12-18 STEPHEN A. SCHWARZMAN, By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman 2013-12-18