Hilton Hotels Buyout

Hilton Hotels Corp (HLT)
Blackstone Group
$20B Buyout

Summary

Blackstone to acquire world's second-largest hotel chain

$47.50 per HLT share; $20B total
HLT news - stock chart

Announced 7.03.07

Stockholders approve acquisition 9.18.07

Closed 10.24.07

Advisors

Financial

HLT: UBS Investment Bank / Moelis Advisors
Blackstone: Bear Stearns / Bank of America / Deutsche Bank / Morgan Stanley / Goldman Sachs

Legal

HLT: Sullivan & Cromwell
Blackstone: Simpson Thacher

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger; Closing; Effective Time

1.1 The Merger
1.2 Closing
1.3 Effective Time

Article II Certificate of Incorporation and Bylaws of the
Surviving Corporation

2.1 The Certificate of Incorporation
2.2 The Bylaws

Article III Directors and Officers of the Surviving Corp

3.1 Directors
3.2 Officers

Article IV Effect of the Merger; Exchange of Certificates

4.1 Effect on Capital Stock
4.2 Exchange of Certificates
4.3 Treatment of Stock Plans
4.4 Adjustments to Prevent Dilution
4.5 Debt offers

Article V Representations and Warranties

5.1 Company

(a) Organization, Good Standing and Qualification
(b) Capital Structure
(c) Corporate Authority; Approval and Opinion of
Company Financial Advisor
(d) Governmental Filings; No Violations; Certain Contracts
(e) Compliance with Laws; Licenses
(f) Company Reports; Financial Statements
(g) Absence of Certain Changes
(h) Litigation and Liabilities
(i) Employee Benefits
(j) Takeover Statutes
(k) Property
(l) Environmental Matters
(m) Taxes
(n) Labor Matters
(o) Intellectual Property
(p) Material Contracts
(q) Insurance
(r) Brokers and Finders
(s) Investment Company Act of 1940

5.2 Parent and Merger Sub

(a) Organization, Good Standing and Qualification
(b) Ownership of Merger Sub; No Prior Activities
(c) Corporate Authority
(d) Governmental Filings; No Violations; Etc
(e) Litigation
(f) Financing
(g) Capitalization of Merger Sub
(h) Brokers
(i) Solvency
(j) Guarantee
(k) Absence of Certain Agreements
(l) No Ownership of Shares

Article VI Covenants

6.1 Interim Operations
6.2 No Solicitation of Transactions
6.3 Proxy Statement
6.4 Stockholders Meeting
6.5 Filings; Other Actions; Notification
6.6 Access and Reports
6.7 Stock Exchange De-Listing
6.8 Publicity
6.9 Employee Benefits
6.10 Expenses
6.11 Indemnification; Directors and Officers Insurance
6.12 Takeover Statutes
6.13 Parent Vote
6.14 Financing
6.15 Resignations

Article VII Conditions

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination by Mutual Consent
8.2 Termination by Either Parent or the Company
8.3 Termination by the Company
8.4 Termination by Parent
8.5 Effect of Termination and Abandonment

Article IX Miscellaneous and General

9.1 Survival
9.2 Modification or Amendment
9.3 Waiver of Conditions
9.4 Counterparts
9.5 Governing Law and Venue; Waiver of Jury Trial
9.6 Notices
9.7 Entire Agreement
9.8 No Third Party Beneficiaries
9.9 Obligations of Parent and of the Company
9.10 Remedies
9.11 Transfer Taxes
9.12 Definitions
9.13 Severability
9.14 Interpretation; Construction
9.15 Assignment

Proxy Solicitation

Special shareholder meeting September 18, 2007

Definitive proxy statement 8.08.07

Table of contents

Preliminary proxy statement 7.27.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 6.2

Proxy statement disclosure

Break-up fee

$560mm Company, plus out-of-pocket expenses; $660mm Parent
Agreement 8.5

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 6.5

Proxy statement disclosure

Fairness Opinion

UBS fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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