Hilton Grand Vacations Inc. · NYSE:HGV
Hilton Grand Vacations — Proxy Contest (April 2021)
13 slides from Hilton Grand Vacations's proxy contest presentation, Apr 30, 2021
Slide 1: Response to 4.20.21 Land & Buildings Letter
Response to 4.20.21 Land & Buildings Letter April 30, 2021 \\Corp\ml\ibk_nyc\Re\Re\Clients\HGV\2020\05. Diamond Analysis\Activism\Response Deck\Odyssey - Response to L&B Letter v16.pptx | 4/28/2021 | 10:44:08 AM
Slide 2: Forward Looking Statements
Forward Looking Statements This slide presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. Forward-looking statements convey management’s expectations as to HGV’s future, and are based on man
Slide 3: The acquisition of Diamond Resorts presents a transformational opportunity
The acquisition of Diamond Resorts presents a transformational opportunity 1 Significant value creation from scale benefits of combining the largest independent timeshare company with the strength of Hilton Grand Vacations’ brand and culture 4 Diversifies HGV portfolio, adding additional drive-to de
Slide 4: L&B Statement vs. Facts: Transfer of control to Apollo
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021. L&B’s Statement HGV’s Response or Clarification of Facts 1 “In our view, the transaction amounts to a transfer of control of HGV to Ap
Slide 5: L&B Statement vs. Facts: Apollo board seats
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021. L&B’s Statement HGV’s Response or Clarification of Facts 2 “The proposed acquisition will give Apollo the right to at least two board
Slide 6: L&B Statement vs. Facts: Apollo obligations and entrenchment
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021. L&B’s Statement HGV’s Response or Clarification of Facts 3 “So long as Apollo maintains a significant equity stake in HGV, these oblig
Slide 7: L&B Statement vs. Facts: Share issuance price and DCF range
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021, and Factset as of April 23, 2021. L&B’s Statement HGV’s Response or Clarification of Facts 4 “Our analysis indicates that the 34.5 mil
Slide 8: HGV vs. VAC performance pre- and post-announcement
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021, and Factset as of April 23, 2021. From 1/1/2020 to 3/9/2021. From 3/10/2021 to 4/23/2021. L&B’s Statement HGV’s Response or Clarificat
Slide 9: L&B Statement vs. Facts: 10x EBITDA multiple
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021. L&B’s Statement HGV’s Response or Clarification of Facts 6 “More concerning is that HGV is paying 10x EBITDA for Diamond using 2019 EB
Slide 10: L&B Statement vs. Facts: Ownership and implied valuation
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021, and Factset as of April 23, 2021. Ownership % includes 22% of upfront payment in common stock valued at $497mm plus the dilutive impac
Slide 11: L&B Statement vs. Facts: Discount to peer VAC
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021, and Factset as of April 23, 2021. Since January 4, 2017. L&B’s Statement HGV’s Response or Clarification of Facts 8 “HGV is trading at
Slide 12: L&B Statement vs. Facts: Synergies and alternatives
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021. L&B’s Statement HGV’s Response or Clarification of Facts 9 “HGV is effectively betting that $125 million in synergies will be achieved
Slide 13: L&B Statement vs. Facts: Inventory and leisure market exposure
Response to 4.20.21 Land & Buildings Letter Source: HGV’s transaction announcement deck released March 10, 2021 and preliminary proxy statement filed April 15, 2021. L&B’s Statement HGV’s Response or Clarification of Facts 11 “The Diamond acquisition further dilutes 1) HGV’s inventory investments th