TYSONS, Va., May 02, 2024 — Park Hotels & Resorts Inc. (“Park” or the “Company”) (NYSE: PK) announced today that certain of its subsidiaries, Park Intermediate Holdings LLC (the “Operating Company”), PK Domestic Property LLC (“PK Domestic LLC”) and PK Finance Co-Issuer Inc. (together with the Operating Company and PK Domestic LLC, the “Issuers”), intend to offer $450 million aggregate principal amount of senior notes due 2030 (the “Notes”). The Notes will be guaranteed by Park, PK Domestic REIT Inc. and certain subsidiaries of the Operating Company that guarantee the Company’s senior credit facilities and existing senior notes.

The Issuers intend to use the net proceeds of the offering, together with proceeds of a new unsecured term loan that is contemplated to be incurred pursuant to an amendment to the Company’s existing credit agreement (the “Term Loan”), to (i) purchase all of the Issuers’ 7.500% Senior Notes due 2025 (the “2025 Notes”) that are validly tendered and accepted for purchase pursuant to the Issuers’ concurrent cash tender offer for any and all 2025 Notes (the “Tender Offer”) and to redeem any 2025 Notes not tendered in the Tender Offer and (ii) pay related fees and expenses incurred in connection with the offering, the Tender Offer and the redemption, with any remaining net proceeds used for general corporate purposes. If the Tender Offer is not consummated, the Issuers intend to use the net proceeds from the offering, together with Term Loan proceeds, to (i) redeem in full the 2025 Notes and (ii) pay related fees and expenses incurred in connection with the offering and the redemption, with any remaining net proceeds used for general corporate purposes.

The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes and the guarantees will be offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements include, but are not limited to, statements related to the effects of Park’s decision to cease payments on its $725 million non-recourse CMBS loan secured by the 1,921-room Hilton San Francisco Union Square and the 1,024-room Parc 55 San Francisco – a Hilton Hotel and the lender’s exercise of its remedies, including placing such hotels into receivership, as well as Park’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, including anticipated repayment of certain of its indebtedness (including the 2025 Notes), the completion of capital allocation priorities, the expected repurchase of Park’s stock, the impact from macroeconomic factors (including inflation, elevated interest rates, potential economic slowdown or a recession and geopolitical conflicts), the effects of competition, the effects of future legislation or regulations, the expected completion of anticipated dispositions, the declaration, payment and any change in amounts of future dividends and other non-historical statements. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “hopes” or the negative version of these words or other comparable words. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Park’s control and which could materially affect its results of operations, financial condition, cash flows, performance or future achievements or events.

All such forward-looking statements are based on current expectations of management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements and Park urges investors to carefully review the disclosures it makes concerning risks and uncertainties under “Risk Factors” and in Park’s Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated from time to time in its periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. Except as required by law, Park undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

TYSONS, Va., May 02, 2024 — Park Hotels & Resorts Inc. (“Park”) (NYSE: PK) announced today that its subsidiaries, Park Intermediate Holdings LLC, a Delaware limited liability (the “Company”), PK Domestic Property LLC, a Delaware limited liability company, and PK Finance Co-Issuer Inc., a Delaware corporation (collectively, the “Issuers”), commenced a tender offer to purchase for cash (the “Tender Offer”), subject to certain terms and conditions, any and all of their outstanding 7.500% Senior Notes due 2025 (the “Notes”), at the price set forth below.

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 13, 2024 (the “Expiration Time”), unless extended or earlier terminated by the Issuers. The Tender Offer is being made pursuant to an Offer to Purchase and related Notice of Guaranteed Delivery, each dated May 2, 2024 (together, the “Tender Offer Materials”), which set forth a more detailed description of the terms and conditions of the Tender Offer. Holders of the Notes are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offer.

The following table sets forth certain terms of the Tender Offer:

______________

(1)Excludes accrued and unpaid interest up to, but not including, the Settlement Date (as defined below), which will be paid in addition to the Tender Offer Consideration (as defined below).

(2)Per $1,000 principal amount of Notes validly tendered and accepted.

Subject to the terms and conditions of the Tender Offer, holders of the Notes who validly tender and do not subsequently validly withdraw their Notes, or deliver a properly completed and duly executed Notice of Guaranteed Delivery, at or prior to the Expiration Time will be eligible to receive the tender offer consideration payable for each $1,000 principal amount of Notes specified in the table above (the “Tender Offer Consideration”).

The Issuers will purchase any Notes (i) that are validly tendered and not validly withdrawn or (ii) with respect to which a properly completed and duly executed Notice of Guaranteed Delivery has been delivered (to the extent that such Notes are not delivered at or prior to the Expiration Time), in each case, at or prior to the Expiration Time, subject to the satisfaction or waiver of all conditions to the Tender Offer, promptly following the Expiration Time (the “Settlement Date”).

The Settlement Date is currently expected to be May 16, 2024, assuming all conditions to the Tender Offer have been satisfied or waived. Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest up to, but not including, the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer, including those tendered by the guaranteed delivery procedures set forth in the Tender Offer Materials.

The obligation of the Company to accept for purchase and to pay the Tender Offer Consideration and the accrued and unpaid interest on the tendered Notes pursuant to the Tender Offer is not subject to any minimum tender condition, but is subject to the satisfaction or waiver of certain conditions described in the Tender Offer Materials, including the consummation of one or more debt financing transactions in an aggregate principal amount of at least $650.0 million on terms and conditions acceptable to the Issuers (the “Financing Condition”), in their sole discretion. The Tender Offer may be amended, extended, terminated or withdrawn.

The Issuers presently intend to redeem any Notes that remain outstanding after consummation of the Tender Offer, but are under no obligation to do so. This statement of intent shall not constitute a notice of redemption under the indenture governing the Notes.

The Issuers have retained Wells Fargo Securities, LLC to serve as the Dealer Manager and Global Bondholder Services Corporation to serve as the Tender and Information Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to Wells Fargo Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attn: Liability Management Group, (866) 309-6316 (toll-free), (704) 410-4759 (collect) or by email to liabilitymanagement@wellsfargo.com. Tender Offer Materials may be obtained by calling Global Bondholder Services Corporation at (855) 654-2014 (toll-free) or (212) 430-3774 (collect for banks and brokers) or by visiting https://www.gbsc-usa.com/park/.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities, including the Notes. The Issuers are making the Tender Offer only by, and pursuant to, the terms of the Tender Offer Materials. None of the Issuers, the Dealer Manager, the Tender and Information Agent, the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation as to whether holders of the Notes should tender or refrain from tendering their Notes. Holders of the Notes must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender. The Tender Offer is not being made to holders of the Notes 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 Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Issuers by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including those related to the Tender Offer. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “hopes” or the negative version of these words or other comparable words. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect our results of operations, financial condition, cash flows, performance or future achievements or events.

All such forward-looking statements are based on current expectations of management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements and we urge investors to carefully review the disclosures we make concerning risks and uncertainties under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission, which are accessible on the Securities and Exchange Commission’s website at www.sec.gov. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Park Hotels & Resorts
Park is one of the largest publicly traded lodging real estate investment trusts (“REIT”) with a diverse portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value. Park’s portfolio currently consists of 43 premium-branded hotels and resorts with over 26,000 rooms located in prime city center and resort locations.