Davis Polk advised the joint book-running managers, in connection with the offering by Hilton Escrow Issuer LLC and Hilton Escrow Issuer Corp., both indirect subsidiaries of Hilton Worldwide Holdings Inc., of $1.0 billion aggregate principal amount of their 4.250% senior notes due 2024.

Upon satisfaction of certain escrow conditions, the proceeds of the notes will be used to repay certain outstanding indebtedness of Hilton’s unrestricted real estate subsidiaries, to fund certain other liabilities and expenses relating to Hilton’s owned and leased hotels and resorts business and to repay a portion of Hilton’s existing term loans.

Davis Polk also advised the administrative agent, collateral agent, swing line lender and l/c issuer, in connection with Amendment No. 1 to the Credit Agreement, dated as of October 25, 2013, among Hilton Worldwide Finance LLC, Hilton Worldwide Holdings Inc., the administrative agent, the other parties thereto, pursuant to which, among other things, $3.225 billion of outstanding existing term loans were converted into a new tranche of term loans with amended pricing and an extended maturity date.

Hilton, headquartered in McLean, Virginia, is one of the largest and fastest growing hospitality companies in the world, comprising more than 4,700 managed, franchised, owned and leased hotels and timeshare properties.

The Davis Polk corporate team included partners Michael Kaplan and Jason Kyrwood, counsel Marcel Fausten and associates Jeong M. Oh, Yitz Segal, Milson C. Yu, Shanu Bajaj and Jordi de la Torre Anglada. Partner Po Sit provided tax advice. Counsel Loyti Cheng provided environmental advice. All members of the Davis Polk team are based in the New York office.