Park Hotels & Resorts Inc. announced 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?), priced an offering of $550 million aggregate principal amount of 7.000% senior notes due 2030 (the ?Notes?) at a price equal to 100% of face value. The Notes will pay interest semi-annually in arrears, at a rate of 7.000% per year, and will mature on February 1, 2030. 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 offering has been upsized from the previously announced amount of $450 million. The Issuers intend to use the net proceeds of the offering, together with proceeds of a new unsecured term loan in an aggregate principal amount of at least $200 million that is contemplated to be incurred pursuant to an amendment to the Company?s existing credit agreement (the ?Term Loan?) to (i) purchase all $650 million of the Issuers? 7.500% Senior Notes due 2025 (the ?2025 Notes?) that are validly tendered and accepted for purchase pursuant to the Issuers?

previously announced 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 Issuers anticipate that consummation of the offering will occur on May 16, 2024, subject to customary closing conditions.

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.