PARK HOTELS & RESORTS INC. : Entering into a material definitive agreement, results of operations and financial condition, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and exhibits (Form 8- K)

Item 1.01. Conclusion of a significant definitive agreement.

At February 16, 2022, Park Hotels and Resorts Inc.a Delaware company, as parent company (“Park” or the “Company”), Park Intermediate Holdings LLCa Delaware
limited liability company and direct subsidiary of Park (“PIH”), and PK Domestic Property LLCa Delaware limited liability company and indirect subsidiary of Park (“PK Domestic” and together with PIH, the “Borrowers”) have entered into a Fifth Amendment to the Credit Agreement (the “Credit Facility Amendment”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders parties thereto. The amendment to the Credit Facility also amends the Credit Agreement, dated December 28, 2016 (as amended and supplemented by the first amendment to the credit agreement, dated June 14, 2019the second amendment to the credit agreement, dated August 28, 2019the third amendment to the credit agreement, dated May 8, 2020the fourth amendment to the credit agreement, dated September 14, 2020and the increase in the lender supplement, dated September 14, 2020, the “existing credit agreement”; and the existing credit agreement, as modified by the modification of the credit facility, the “credit agreement”), by and between Park, the borrowers, the lenders who are from time to time parties thereto and Wells Fargo Bank, National Associationas administrative agent, which provides for $901 million senior unsecured revolving credit facility (the “Revolver”) with an expected maturity date of December 24, 2023.

Moreover, on February 16, 2022Borrowers, Park, Bank of America, North America., as administrative agent, and the lenders parties thereto have entered into a Third Amendment to the Loan Agreement (the “Term Loan Amendment” and, together with the Credit Facility Amendment, the “Amendments”) to further amend the Deferred Drawn Term Loan Agreement, dated August 28, 2019 (as amended by the First Amendment to the Loan Agreement, dated May 8, 2020and the Second Amendment to the Loan Agreement, dated September 14, 2020, the “Existing Term Loan Agreement”; and the existing Term Loan Agreement, as amended by the Term Loan Amendment, the “Term Loan Agreement”), by and between Park, Borrowers, Lenders therein from time to time parts and Bank of America, North America., as administrative agent, which provides a senior unsecured term loan facility with a current outstanding principal balance of $78 million (the “2019 Term Loan”) and an expected maturity date of August 28, 2024.

The Amendments (i) further extend the suspension of testing of Park’s existing financial maintenance commitments under the Credit Agreement and Term Loan Agreement from the date on which financial statements are due for fiscal quarter ending March 31, 2022 until the date on which the financial statements are due for the fiscal quarters ending on (x) June 30, 2022relative to the minimum fixed charge coverage ratio, and (y)
September 30, 2022with respect to all other financial maintenance commitments (in each case, unless PIH chooses an earlier date) (that period between February 16, 2022 and such required delivery date subsequently extended, the “Extended Commitment Relief Period”) and (ii) extend temporary periods for which the calculation of certain Financial Maintenance Commitments is annualized after the end of the extended commitment relief. In addition, the amendments will amend certain of the existing financial safeguard covenants to require the Company to maintain (a) a net debt to EBITDA ratio of 9.25 to 1.00 at the end of the last fiscal quarter during the relief period extended covenants, with reductions in this ratio in subsequent quarters, and this ratio returning to 7.25 to 1.00 by the end of the fiscal quarter ending June 30, 2023(b) a minimum fixed charge coverage ratio of 1.00 to 1.00 at the end of the fiscal quarter ending June 30, 2022with such ratio reverting to 1.50 to 1.00 for each fiscal quarter thereafter and (c) unencumbered adjusted net operating income to unsecured interest expense of at least 1.00 to 1, 00 at the end of the last fiscal quarter during the extended commitment exemption period, with increases in this ratio in subsequent quarters, and this ratio reverting to 2.00 to 1.00 no later than the end of fiscal quarter ending June 30, 2023.

Pursuant to the Amendments, during the Extended Commitment Relief Period, (i) the net cash proceeds of certain borrowings, equity issues and asset disposals will, subject to various exceptions, and only in in the event that the outstanding principal balance of the Revolver exceeds $600 millionshall be enforced as a mandatory prepayment of the Revolver but not the Term Loan Agreement (which no longer contains mandatory prepayment clauses), and (ii) the existing negative clauses will continue to impose limits on the ability of the Company and its subsidiaries to incur additional debt, pay dividends and distributions (except to the extent necessary to maintain REIT status, the Company’s ability to pay a $0.01 per share per fiscal quarter and certain other agreed exceptions), make prepayments of other indebtedness and make investments, including acquisitions or mergers, in each case subject to various exceptions, with the following modifications: (A) removal of restrictions on asset assignments or transfers, (B) addition of the possibility of redemption until $250 million shares of the Company so long as the outstanding principal balance of the Revolver is $0 (the amount of these redemptions increasing the minimum liquidity covenant, which is currently $200 milliondollar-for-dollar), (C) increase in the amount of non-recourse debt that the Company and its subsidiaries may incur during the extended debt covenant relief period. $350 million for $500 million(D) addition of the possibility of voluntarily prepaying certain debts of the

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Company and its subsidiaries expiring in 2022 and 2023, (E) removal of the limitation on investment expenditure for hotel assets in the portfolio and (F) increase in the basket of investments and acquisitions of
$200 million for $1.0 billion (Where $1.5 billionprovided that the minimum liquidity covenant changes from $200 million for $300 million). The Amendments also extend the period during which the Company and its subsidiaries must maintain the minimum liquidity clause from December 31, 2022 for March 31, 2023. In addition, during the covenant relief period and until the leverage ratio does not exceed 6.50 to 1.00 for two consecutive quarters and until the financial preservation covenants have been satisfied for two consecutive quarters, the interests of certain PIH subsidiaries that hold unencumbered securities of the Properties will still need to be pledged to secure obligations due under the Credit Agreement and the Term Loan Agreement on a pari passu basis. .

The Amendments do not provide for any change to the applicable interest rates under the Existing Credit Agreement and the Existing Term Loan Agreement, or to the applicable interest rate margins currently in effect under the Credit. . .

Section 2.02. Results of Operations and Financial Condition.

At February 17, 2022, Park Hotels & Resorts Inc. (the “Company”) has issued a press release announcing its results of operations for the fourth quarter and the year ended December 31, 2021 and made available certain additional information concerning the portfolio and the operation of the Company. Copies of the press release and additional information are provided as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

Pursuant to General Instructions B.2 of Form 8-K, information included in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” to purposes of Section 18. of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of that Section, and shall not be deemed incorporated by reference in any filing made by the Company under the Stock Exchange Act or the Securities Act 1933, as amended, unless otherwise expressly stated by specific reference in such filing.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set out in point 1.01 above is incorporated herein by reference.

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Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit
Number    Description

            Fifth Amendment to Credit Agreement, dated as of February 16, 2022,
 10.1     among Park Intermediate Holdings LLC and PK Domestic Property LLC, as
          Borrowers, Park Hotels & Resorts Inc. the lenders party thereto and
          Wells Fargo Bank, National Association, as Administrative Agent.
            Third Amendment to Loan Agreement, dated as of February 16, 2022,
 10.2     among Park Intermediate Holdings LLC and PK Domestic Property LLC, as
          Borrowers, Park Hotels & Resorts Inc., the lenders party thereto and
          Bank of America, N.A., as Administrative Agent.
 99.1       Press release dated February 17, 2022.
 99.2       Fourth Quarter and Full Year 2021 Supplemental Data.
          Cover Page Interactive Data File (embedded within the Inline XBRL
  104     document).






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