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Hilton Recommends Stockholders Reject TRC Capitalís Mini-Tender Offer


Hilton Worldwide Holdings Inc. (NYSE: HLT) received notice on July 18, 2017 of an unsolicited mini-tender offer being conducted by TRC Capital Corporation (ďTRC CapitalĒ) to purchase up to 2,000,000 shares, or approximately 0.61 percent, of Hiltonís common stock outstanding as of July 17, 2017 at a cash price of $59.75 per share. The offering price is approximately 4.4 percent below the $62.49 closing price per share of Hiltonís common stock on July 18, 2017.

Hilton does not endorse TRC Capitalís offer and recommends that stockholders reject the offer because the offer price is below the current market price for Hiltonís shares. Hilton urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capitalís offer. Hilton recommends that stockholders who have not responded to TRC Capitalís offer take no action. Stockholders who have already tendered shares to TRC Capital may be permitted to withdraw those shares in accordance with the mini-tender offering documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m., Eastern Time on Tuesday, August 15, 2017. TRC Capital may extend the offering period at its discretion. Hilton is not associated with TRC Capital, its mini-tender offer or any of its mini-tender offer documentation.

TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek to acquire less than five percent of a companyís outstanding shares, thereby avoiding many investor protections, including the disclosure and procedural requirements applicable to most bids under U.S. securities laws.

The U.S. Securities and Exchange Commission (the ďSECĒ) has cautioned investors about mini-tender offers, noting that ďsome bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.Ē The SEC also published investor tips regarding these offers on its website at:

Hilton encourages brokers and dealers, as well as other market participants, to review the SECís letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SECís website at: and Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found at

Hilton requests that a copy of this news release be included with all distributions of materials relating to TRC Capitalís mini-tender offer related to shares of Hiltonís common stock.†

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