Hilton Hotels Corporation (NYSE:HLT) (“Hilton”) announced today the determination of the total consideration in U.S. dollars to be paid pursuant to its cash tender offer and related consent solicitation for its 7.430% Chilean Inflation-Indexed (UF) Notes Due 2009 (the “CLP Notes”).
The total consideration payable for the CLP Notes accepted for payment that were validly tendered with consents and not validly withdrawn at or prior to 5:00 p.m., New York City time, on October 1, 2007 (the “CLP Note Consent Payment Deadline”), will be approximately $130.02 per CLP50,000 original principal amount of CLP Notes, representing the conversion of the CLP total consideration of CLP65,560.95 per CLP50,000 original principal amount of CLP Notes into U.S. dollars at a rate of CLP504.25 = $1.00. All of the CLP Notes were validly tendered and not validly withdrawn prior to the CLP Note Consent Payment Deadline and, accordingly, all CLP Notes are eligible to receive the total consideration.
Holders whose CLP Notes are accepted for payment in the tender offer will receive accrued and unpaid interest for such CLP Notes from the last interest payment date to, but not including, the payment date for the CLP Notes purchased in the tender offer.
The applicable total consideration and tender offer consideration to be paid in respect of securities purchased pursuant to Hilton’s cash tender offers and related consent solicitations for its 7.625% Notes due 2008, 7.200% Notes due 2009, 8.250% Notes due 2011, 7.625% Notes due 2012, 7.500% Notes due 2017 and 8.000% Quarterly Interest Bonds due 2031 (collectively, the “Notes”, and together with the CLP Notes, the “Securities”), announced in Hilton’s press release dated as of October 19, 2007, remain unchanged.
The tender offer for each issue of Securities will expire at 8:00 a.m., New York City time, on October 24, 2007 (unless extended or earlier terminated by Hilton, the “Offer Expiration Date”). As indicated in the Offer to Purchase (as defined below), it is expected that the Offer Expiration Date will be extended to coincide with the date that the Merger (as defined below) becomes effective.
Each tender offer and consent solicitation is being made independently of the other tender offers and consent solicitations and Hilton reserves the right to terminate, withdraw or amend each tender offer and consent solicitation independently of the other tender offers and consent solicitations at any time and from time to time.
The tender offers and consent solicitations relating to the Securities are made upon the terms and conditions set forth in Hilton’s Offer to Purchase and Consent Solicitation Statement dated September 12, 2007 (the “Offer to Purchase”) and the related Consent and Letter of Transmittal (the “Letter of Transmittal”), as amended. The tender offers and consent solicitations are being conducted in connection with the previously announced merger agreement that provides for the acquisition of Hilton by BH Hotels LLC, an entity controlled by investment funds affiliated with The Blackstone Group L.P. (such transaction referred to herein as the “Merger”). The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including the Merger having occurred, or such Merger occurring substantially concurrent with the Offer Expiration Date. However, the completion of the tender offers and consent solicitations is not a condition to completion of the Merger. Further details about the terms and conditions of the tender offers and the consent solicitations are set forth in the Offer to Purchase.
Hilton has retained Bear, Stearns & Co. Inc. and UBS Investment Bank to act as the lead Dealer Managers for the tender offers and lead Solicitation Agents for the consent solicitations, and they can be contacted at (877) 696-BEAR (toll-free) ((212) 272-5112 (collect)) and (888) 719-4210 (toll-free) ((203) 719-4210 (collect)), respectively. Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated are also acting as Dealer Managers and Solicitation Agents in connection with the tender offers and the consent solicitations. Requests for documentation may be directed to Global Bondholder Services Corporation, the Information Agent, which can be contacted at (212) 430-3774 (for banks and brokers only) or (866) 924-2200 (for all others toll-free).
This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Securities. The offer to buy the Securities is only being made pursuant to the Offer to Purchase and Letter of Transmittal, as amended. The tender offers and consent solicitations are not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations will be deemed to be made on behalf of Hilton by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
About Hilton Hotels Corporation
Hilton Hotels Corporation (NYSE:HLT) is the leading global hospitality company, with 2,896 properties totaling approximately 490,000 rooms in 76 countries and territories.
The company owns, manages or franchises a hotel portfolio of some of the best known and highly regarded brands, including Hilton®, Conrad® Hotels & Resorts, Doubletree®, Embassy Suites Hotels®, Hampton Inn®, Hampton Inn & Suites®, Hilton Garden Inn®, Hilton Grand VacationsTM, Homewood Suites by Hilton® and The Waldorf=Astoria Collection®.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of federal securities law, including statements concerning the proposed transaction with Blackstone, which are subject to various risks and uncertainties. Discussion of risks and uncertainties that could cause actual results to differ materially from management’s current projections, forecasts, estimates and expectations is contained in Hilton’s filings with the Securities and Exchange Commission (“SEC”). Specifically, Hilton makes reference to the section entitled “Risk Factors” in its annual and quarterly reports. In addition to the risks and uncertainties set forth in the Hilton SEC reports or periodic reports, the proposed transaction with Blackstone described in this release could be affected by, among other things, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Hilton and others related to the merger agreement; failure to obtain stockholder approval or any other failure to satisfy other conditions required to complete the merger, including required regulatory approvals; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the failure to obtain the necessary debt financing arrangements set forth in a commitment letter received in connection with the merger; the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and the impact of the substantial indebtedness incurred to finance the consummation of the Merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Hilton’s ability to control or predict.
Hilton undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Linda Bain
SVP –
Global Communications
310-205-4030
310-435-3285 cell
linda.bain@hilton.com
Atish
Shah
Vice President – Investor Relations
310-205-8664
atish_shah@hilton.com
http://www.hiltonworldwide.com