UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Credit Agreement Amendment
On March 18, 2026 (the “Amendment Effective Date”), Hilton Domestic Operating Company Inc. (the “Borrower”), an indirect subsidiary of Hilton Worldwide Holdings Inc. (the “Company”), entered into Amendment No. 12 (the “Amendment”) to the Credit Agreement dated as of October 25, 2013 (as amended, the “Credit Agreement”).
After giving effect to the Amendment, (i) the maturity date of the senior secured revolving credit facility (the “Revolving Credit Facility”) under the Credit Agreement will be extended to the earlier of (x) five years following the Amendment Effective Date and (y) the date that is 91 days prior to the stated maturity of the Borrower’s existing term loans, (ii) the Revolving Credit Facility will bear interest, at the Borrower’s option, at a per annum rate equal to a margin over either (x) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) the term SOFR rate for a one-month interest tenor plus 1.00%, (y) a daily simple SOFR rate determined by reference to the SOFR rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) or (z) a term SOFR rate determined by reference to the SOFR rate published by CME Group Benchmark Administration Limited for the interest period relevant to such borrowing, in each case, plus a margin of (I) in the case of base rate loans, 0.00% per annum and (II) in the case of SOFR rate loans and daily simple SOFR loans, 1.00% per annum when first lien net leverage ratio is less than or equal to 1.50 to 1.00, subject to a step-up of 0.25% per annum in the event the first lien net leverage ratio exceeds 1.50 to 1.00 but is less than or equal to 2.50 to 1.00, subject to an additional step-up of 0.25% per annum in the event the first lien net leverage ratio exceeds 2.50 to 1.00 but is less than or equal to 3.50 to 1.00 and subject to an additional step-up of 0.25% per annum in the event the first lien net leverage ratio exceeds 3.50 to 1.00, (iii) the letter of credit sublimit will be increased from $250,000,000 to $500,000,000 and (iv) the same day swingline borrowing sublimit will be increased from $100,000,000 to $200,000,000.
All other terms of the Revolving Credit Facility and the Credit Agreement will remain substantially the same except as otherwise amended by the Amendment.
Certain of the participants in the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company and/or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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 WORLDWIDE HOLDINGS INC. | ||
| By: | /s/ Kevin J. Jacobs | |
| Name: | Kevin J. Jacobs | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: March 18, 2026