8-K

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): June 10, 2020

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) 613-3100

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	HGV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01 Regulation FD Disclosure.

As previously disclosed, Hilton Grand Vacations Inc. (the “Company”) temporarily closed operations at substantially all of its resorts and closed substantially all of its sales centers in response to the COVID-19 pandemic and the various governmental mandates and orders for business closures. With the recent lifting or easing of such restrictions in certain locations in the United States, the Company has started to re-open a number of its properties, as noted in the press release attached as Exhibit 99.1. The Company expects such re-opening efforts for the remaining properties to continue over the next several months as more jurisdictions lift or ease these restrictions and allow businesses to return to operation, subject to complying with certain mandatory precautionary measures to address the pandemic. However, any re-opening of the Company’s properties may be delayed or interrupted depending on federal, state, and location government orders or recommendations or based on assessments of the state of the pandemic. An updated list of the anticipated re-opening dates can be found on the Company’s website at https://www.hiltongrandvacations.com/en/travel-alert.

Item 8.01 Other Events.

On June 10, 2020, the Company announced the completion of a $300 million securitization transaction of vacation ownership loans. A copy of the Company’s press release regarding the securitization is attached as Exhibit 99.1 and is incorporated by reference.

Important Statement Regarding Forward-Looking Statements

The statements in this Current Report on Form 8-K, including any exhibits hereto, may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “would,” “could,” or similar expressions indicate a forward-looking statement; however, not all forward-looking statements include these identifying words. These forward looking statements involve substantial risks and uncertainties that could cause the outcome to be materially different, including the material impact of the COVID-19 pandemic on the Company’s business, operating results and financial condition, general economic conditions, the actual timing and status of, or any disruptions to, the re-opening of the Company’s properties, as well as those factors that are discussed under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that may update or supplement such disclosure. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s other filings with the Securities and Exchange Commission. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	Exhibit 99.1	Press release of Hilton Grand Vacations Inc dated June 10, 2020.
	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: June 10, 2020

EX-99.1

Exhibit 99.1

	Investor Contact:	Media Contact:
	Mark Melnyk	Lauren George
	407-613-3327	407-613-8431
	mark.melnyk@hgv.com	lauren.george@hgv.com

FOR IMMEDIATE RELEASE

Hilton Grand Vacations Completes $300 Million Term Securitization

ORLANDO, Fla. (June 10, 2020) – Hilton Grand Vacations Inc. (NYSE:HGV) announces today the completion of a $300 million securitization of vacation ownership loans through Hilton Grand Vacations Trust 2020-A (“the Trust”). Three classes of Notes were issued by the Trust, including approximately $186 million of Class A Notes, approximately $66 million of Class B Notes and approximately $48 million of Class C Notes.

The Class A Notes have an interest rate of 2.74%, the Class B Notes have an interest rate of 4.22% and the Class C Notes have an interest rate of 6.42%, for an overall weighted average interest rate of 3.66% and overall advance rate of 91%.

“We had great execution on our 2020 ABS offering despite a volatile economic environment,” said Dan Mathewes, chief financial officer of Hilton Grand Vacations. “Demand was extremely robust with peak orders topping out at a record $4.2 billion resulting in a nearly 14x over-subscription, which allowed us to tighten our initial pricing.”

Proceeds of the issuance, net of fees, will be used to pay down debt and for other general corporate purposes.

The Company also recently reopened a number of its properties in the Florida, Nevada, South Carolina and Utah markets. It expects to open the remainder of its properties over the coming months. An updated list of operating properties can be found at: hiltongrandvacations.com/en/travel-alert.

The Notes were offered in a private placement within the U.S. to qualified institutional buyers pursuant to Rule 144A and outside the U.S. in accordance with Regulation S under the Securities Act of 1933, as amended. This press release is an announcement of record only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, all of which have been sold. The transaction was rated by Standard & Poor’s Financial Services LLC (S&P) and Fitch Ratings, Inc.

Important Notice

The statements in this press release may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “would,” “could,” or similar expressions indicate a forward-looking statement; however, not all forward-looking statements include these identifying words. These forward looking statements involve substantial risks and uncertainties that could cause the outcome to be materially different, including

the material impact of the COVID-19 pandemic on the Company’s business, operating results and financial condition, general economic conditions, the actual timing and status of, or any disruptions to, the re-opening of the Company’s properties, as well as those factors that are discussed under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that may update or supplement such disclosure. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s other filings with the Securities and Exchange Commission. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.

About Hilton Grand Vacations Inc.

Hilton Grand Vacations Inc. (NYSE:HGV) is recognized as a leading global timeshare company. With headquarters in Orlando, Florida, Hilton Grand Vacations develops, markets and operates a system of brand-name, high-quality vacation ownership resorts in select vacation destinations. The company also manages and operates two innovative club membership programs: Hilton Grand Vacations Club® and The Hilton Club®, providing exclusive exchange, leisure travel and reservation services for more than 325,000 club members. For more information, visit www.hiltongrandvacations.com.

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Document and Entity Information	Jun. 10, 2020
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001674168
Document Type	8-K
Document Period End Date	Jun. 10, 2020
Entity Registrant Name	Hilton Grand Vacations Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37794
Entity Tax Identification Number	81-2545345
Entity Address, Address Line One	6355 MetroWest Boulevard
Entity Address, Address Line Two	Suite 180
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32835
City Area Code	(407)
Local Phone Number	613-3100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	HGV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false