Hilton Worldwide Holdings Inc. (NYSE:HLT) intends to spin-off timeshare business on February 26, 2016. Simultaneously, Hilton Worldwide intends to spin-off bulk of real estate business on February 26, 2016. Hilton Worldwide will spin-off timeshare business, Hilton Grand Vacations Inc. (HGV), as a separate publicly traded company. The transactions will result in three pure-play companies. These transactions will be effected through a distribution of the new entities' stock to existing Hilton Worldwide shareholders. The shareholders of Hilton Worldwide Holdings Inc. will receive one shares of Hilton Grand Vacations Inc. (HGV) common stock for every ten shares of Hilton Worldwide Holdings Inc. As of December 7, 2016, The Board approved the distribution ratio. Common stock held at the close of business on December 15, 2016, the record date for distribution. Hilton Grand Vacations Inc. is expected to begin trading on the New York Stock Exchange under the ticker symbols PK on January 3, 2017. Every three shares of Hilton will be automatically combined into one share of Hilton common stock, which will reduce the number of issued and outstanding shares of Hilton common stock from approximately 990 million to approximately 330 million. No fractional shares of Park common stock will be issued. Instead, the distribution agent will aggregate fractional shares of Park common stock and sell the whole shares in the open market. As on April 27, 2016, Thomas J. Baltimore has been appointed as President and Chief Executive Officer and Sean M. Dell'Orto as Chief Financial Officer.

The transactions are subject to execution of inter-company agreements, arrangement of adequate financing facilities, the effectiveness of the registration statements, receipt of opinions concerning the tax-free nature of the transactions and the qualification of the entity holding the ownership business as a real estate investment trust, final approval by Hilton Worldwide's Board of Directors and other customary conditions including normal and customary regulatory approvals, satisfaction or waiver of certain conditions and third-party consents. On June 2, 2016, Form 10 Registration Statements have been filed with the U.S. Securities and Exchange Commission (SEC) for timeshare business and the bulk of its real estate business in connection with separation into three distinct, publicly traded companies. As of December 5, 2016, The Board of Hilton Worldwide Holdings approved the deal, it also approved a 1-for-3 reverse split of Hilton shares that will be effective immediately following the distribution of Park and HGV shares. As of December 7, 2016, The Board signed off the 1-for-3 reverse stock split for Hilton. The spin-off transactions will not require a shareholder vote. The spin-offs are expected to be completed by end of 2016.

Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as financial advisors to Hilton Worldwide. Josh Bonnie, Edgar Lewandowski, Will Golden, Jo Djekovic, Nick Milonas, Thomas Killeen, Eric Swedenburg, Mitch Ryan, Grady Chang, John Hart, Andrew Purcell, George Davis, Brian Gluck, Benjamin Baucom, Greg Grogan, Aimee Adler, Jennifer Pepin, Samantha Steinfeld and Ellen Smiley of Simpson Thacher acted as legal advisors for Hilton Worldwide Holdings. BofA Merrill Lynch acted as financial advisor for Hilton. Weil, Gotshal & Manges LLp advised Hilton Worldwide Holdings Inc. Wells Fargo Bank, N.A. acted as the distribution agent, transfer agent, and registrar for the shares of Hilton Grand Vacations Inc. Hogan Lovells and Womble Carlyle acted as legal advisors while Ernst & Young and KPMG provided tax advice in the deal.

Hilton Worldwide Holdings Inc. (NYSE:HLT) completed the spin-off of timeshare business for $2.6 billion on January 3, 2017. Hilton Grand Vacations will begin trading on the New York Stock Exchange on January 4, 2017, under the ticker symbol “HGV.” As part of the deal, Hilton will continue to be led by Christopher J. Nassetta, President and Chief Executive Officer, Kevin J. Jacobs will continue to serve as Hilton's Executive Vice President and Chief Financial Officer and Michael W. Duffy will continue to serve as Hilton's Senior Vice President and Chief Accounting Officer.