Filing Details
- Accession Number:
- 0001193125-18-067491
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-01 17:00:00
- Filed By:
- Hna Tourism Group Co., Ltd.
- Company:
- Park Hotels & Resorts Inc. (NYSE:PK)
- Filing Date:
- 2018-03-01
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| HNA Group Co., Ltd | 0 | 53,651,453 | 0 | 53,651,453 | 53,651,453 | 25.0% |
| HNA Tourism Group Co., Ltd | 0 | 53,651,453 | 0 | 53,651,453 | 53,651,453 | 25.0% |
| HNA Tourism (HK) Group Co., Ltd | 0 | 53,651,453 | 0 | 53,651,453 | 53,651,453 | 25.0% |
| HNA HLT Holdco III Limited | 0 | 53,651,453 | 0 | 53,651,453 | 53,651,453 | 25.0% |
| HNA HLT Holdco II | 0 | 53,651,453 | 0 | 53,651,453 | 53,651,453 | 25.0% |
| HNA HLT Holdco I | 0 | 53,651,453 | 0 | 53,651,453 | 53,651,453 | 25.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934*
Park Hotels & Resorts Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
700517105
(CUSIP Number)
Wang Chenghua
HNA Tourism Group Co., Ltd.
HNA Building
No. 7 Guoxing Road
Haikou, 570203
Peoples Republic of China
+86 898 6673 9983
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 27, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1. | Names of reporting persons
HNA Group Co., Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
N/A | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or place of organization
Peoples Republic of China | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
53,651,453 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
53,651,453 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
53,651,453 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13. | Percent of class represented by amount in Row (11)
25.0% (1) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| (1) | Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017. |
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1. | Names of reporting persons
HNA Tourism Group Co., Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
WC, AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or place of organization
Peoples Republic of China | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
53,651,453 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
53,651,453 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
53,651,453 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13. | Percent of class represented by amount in Row (11)
25.0% (1) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| (1) | Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017. |
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1. | Names of reporting persons
HNA Tourism (HK) Group Co., Ltd. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
N/A | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or place of organization
Hong Kong Special Administrative Region | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
53,651,453 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
53,651,453 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
53,651,453 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13. | Percent of class represented by amount in Row (11)
25.0% (1) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| (1) | Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017. |
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1. | Names of reporting persons
HNA HLT Holdco III Limited | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
N/A | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or place of organization
Hong Kong Special Administrative Region | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
53,651,453 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
53,651,453 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
53,651,453 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13. | Percent of class represented by amount in Row (11)
25.0% (1) | |||||
| 14. | Type of reporting person (see instructions)
CO | |||||
| (1) | Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017. |
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1. | Names of reporting persons
HNA HLT Holdco II LLC | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
N/A | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
53,651,453 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
53,651,453 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
53,651,453 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13. | Percent of class represented by amount in Row (11)
25.0% (1) | |||||
| 14. | Type of reporting person (see instructions)
OO | |||||
| (1) | Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017. |
SCHEDULE 13D
| CUSIP No. 700517105 |
| 1. | Names of reporting persons
HNA HLT Holdco I LLC | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
BK, AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
53,651,453 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
53,651,453 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
53,651,453 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
| 13. | Percent of class represented by amount in Row (11)
25.0% (1) | |||||
| 14. | Type of reporting person (see instructions)
OO | |||||
| (1) | Based on 214,851,098 shares of Common Stock outstanding as of October 27, 2017, as reported by the Issuer in its Form 10-Q for the three months ended September 30, 2017. |
| ITEM 1. | SECURITY AND ISSUER. |
This Amendment No. 2 to Schedule 13D (Amendment No. 2) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) on March 15, 2017 by the Reporting Persons (as defined below) relating to shares of common stock, par value $0.01 per share (Common Stock), of Park Hotels & Resorts Inc., a Delaware corporation (the Issuer), as amended by Amendment No. 1 to the Schedule 13D, filed with the SEC on December 29, 2017 (collectively, the Original Schedule 13D). The Reporting Persons include: (i) HNA Group Co., Ltd. (HNA Group), (ii) HNA Tourism Group Co., Ltd. (HNA Tourism), (iii) HNA Tourism (HK) Group Co., Ltd. (HNA Tourism HK), (iv) HNA HLT Holdco III Limited (SPV III), (v) HNA HLT Holdco II LLC (SPV II), and (vi) HNA HLT Holdco I LLC (SPV I, and together with SPV III and SPV II, the SPVs). Except as otherwise specified in Amendment No.2, all items in the Original Schedule 13D are unchanged. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons have determined to pursue a sale, through one or more registered public offerings, of some or all of the Common Stock that the Reporting Persons currently hold. The exact timing, manner and terms of any such sale would be subject to market conditions and other considerations.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: March 1, 2018
| HNA Group Co., Ltd. | ||||
| By: | /s/ TAN Xiangdong | |||
| Name: | TAN Xiangdong | |||
| Title: | Chief Executive Officer | |||
| HNA Tourism Group Co., Ltd. | ||||
| By: | /s/ TIAN Jianjun | |||
| Name: | TIAN Jianjun | |||
| Title: | Chief Financial Officer | |||
| HNA Tourism (HK) Group Co., Ltd. | ||||
| By: | /s/ TIAN Jianjun | |||
| Name: | TIAN Jianjun | |||
| Title: | Director | |||
| HNA HLT Holdco III Limited | ||||
| By: | /s/ WANG Xun | |||
| Name: | WANG Xun | |||
| Title: | Director | |||
| HNA HLT Holdco II LLC | ||||
| By: | /s/ WANG Xun | |||
| Name: | WANG Xun | |||
| Title: | Manager | |||
| HNA HLT Holdco I LLC | ||||
| By: | /s/ WANG Xun | |||
| Name: | WANG Xun | |||
| Title: | Manager | |||