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Dispositions and Acquisitions
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Dispositions and Acquisitions

Note 3: Dispositions and Acquisitions

 

Dispositions

 

During the year ended December 31, 2021, we sold the five consolidated hotels listed in the table below, received total gross proceeds of approximately $477 million and recognized a net $5 million loss due to selling costs, which is included in (loss) gain on sales of assets, net in our consolidated statements of comprehensive (loss) income. In addition, we recognized a $5 million impairment loss from the classification of the Hotel Adagio, Autograph Collection, as held for sale at June 30, 2021, as the selling costs reduced the gross proceeds to less than the net book value of the property, which is included in impairment and casualty loss, net in our consolidated statements of comprehensive (loss) income.

 

Hotel

 

Location

 

Month Sold

W New Orleans – French Quarter

 

New Orleans, Louisiana

 

April 2021

Hotel Indigo San Diego Gaslamp Quarter(1)

 

San Diego, California

 

June 2021

Courtyard Washington Capitol Hill Navy Yard(1)

 

Washington, D.C.

 

June 2021

Hotel Adagio, Autograph Collection

 

San Francisco, California

 

July 2021

Le Meridien San Francisco

 

San Francisco, California

 

August 2021

 

(1) Sold as a portfolio in the same transaction.

 

Net proceeds from the sales of these hotels were used to repay $37 million under the Revolver, which currently has no remaining balance outstanding, and partially repay $419 million of our term loan facility due in 2024 (“2019 Term Facility”).

In February 2020, we sold the Embassy Suites Washington DC Georgetown and our interests in the entity that owns the Hilton São Paulo Morumbi for total gross proceeds of $208 million and recognized a gain, net of selling costs, of $63 million on these hotels, which is included in (loss) gain on sales of assets, net in our consolidated statements of comprehensive (loss) income. Additionally, the net gain includes the reclassification of a currency translation adjustment of $7 million from accumulated other comprehensive loss into earnings concurrent with the sale of the Hilton São Paulo Morumbi.

 

During the year ended December 31, 2019, we sold seven consolidated hotels listed in the table below, received total gross proceeds of $436 million and recognized a total gain, net of selling costs, of $19 million on these hotels which is included in (loss) gain on sales of assets, net in our consolidated statements of comprehensive (loss) income.

 

Hotel

 

Location

 

 Month Sold

Pointe Hilton Squaw Peak Resort

 

Phoenix, Arizona

 

February 2019

Hilton Nuremberg

 

Nuremberg, Germany

 

March 2019

Hilton Atlanta Airport

 

Atlanta, Georgia

 

June 2019

Hilton New Orleans Airport(1)

 

New Orleans, Louisiana

 

June 2019

Embassy Suites Parsippany(1)

 

Parsippany, New Jersey

 

June 2019

Ace Hotel Downtown Los Angeles

 

Los Angeles, California

 

December 2019

Le Meridien New Orleans

 

New Orleans, Louisiana

 

December 2019

 

(1) Sold as a portfolio in the same transaction.

 

Additionally, in November 2019, we and the other owners of the entity that own the Conrad Dublin sold our ownership interest in the entity that owns the hotel for a gross sales price of approximately $128 million, before customary closing adjustments and debt repayment, of which our pro rata share was approximately $61 million. We recognized a net gain of approximately $44 million, which is included in other (loss) gain, net in our consolidated statements of comprehensive (loss) income.

 

Additionally, on December 16, 2019, we terminated the ground lease for the Hilton Sheffield.

 

Acquisitions

 

Merger with Chesapeake

 

For the year ended December 31, 2020, we incurred an additional $9 million in acquisition costs in connection with the Merger, primarily related to transfer taxes based on new information received during 2020. For the year ended December 31, 2019, we incurred $70 million in acquisition costs in connection with the Merger primarily related to severance, transfer tax and fees for financial advisors, legal, accounting, tax and other professional services. The Merger-related costs noted above are included in acquisition costs in our consolidated statements of comprehensive (loss) income.

 

The following unaudited condensed pro-forma financial information presents the results of operations as if the Merger had taken place on January 1, 2019. The unaudited condensed pro-forma financial information is not necessarily indicative of what our actual results of operations would have been assuming the Merger had taken place on January 1, 2019, nor is it indicative of the results of operations for future periods. The unaudited condensed pro-forma financial information is as follows:

 

 

 

For the year ended December 31, 2019

 

(unaudited)

 

(in millions)

 

Total revenues

 

$

3,250

 

Operating income

 

 

504

 

Net income

 

 

359

 

 

From the date of the Merger through December 31, 2019, we recognized $156 million of total revenues, $20 million of operating income and $16 million of net income related to the hotels acquired in connection with the Merger.