Hilton plans REIT, timeshare spinoffs in bid to unlock value

Atlanta / Bloomberg

Hilton Worldwide Holdings Inc. said it will spin off its lodging properties and timeshare business into separate publicly traded companies in a bid to boost shareholder value as the world’s largest hotel operator faces increased competition.
About 70 of the company’s 146 owned and leased properties — mainly the U.S. hotels — will be spun off into a real estate investment trust, Chief Executive Officer Christopher Nassetta said on a conference call.
Overseas leased hotels will remain with Hilton, he said. Details of both the REIT and timeshare spinoffs will be provided in registration statements to be filed with the Securities and Exchange Commission in the second quarter, Hilton said in a statement.
Hilton’s owned and leased properties are valued at about $13.5 billion, with 10 hotels generating half of that group’s pretax earnings, according to David Loeb, an analyst at Robert W. Baird & Co. He estimates the new REIT will hold eight of the top 10, the largest of which is the Hilton Hawaiian Village Beach Resort & Spa in Honolulu. Loeb estimates the timeshare company would be valued at about $2.1 billion.

Increase Value
The spinoffs would help Hilton increase shareholder value as rival Marriott International Inc. becomes the No. 1 hotel operator worldwide when it acquires Starwood Hotels & Resorts Worldwide Inc., a deal set for completion midyear. Hilton is following a blueprint laid out by Marriott, which separated its hotel real estate into a new entity in 1993. That company, which became Host Hotels & Resorts Inc., converted to a REIT in 1999, and its timeshare business, Marriott Vacations Worldwide Corp., has a stock-market value of $1.76 billion.
“By simplifying our business, each segment should benefit from a dedicated management team with the capital and resources available to take advantage of both organic and inorganic growth opportunities,” Nassetta said on the call. “It will also allow investors to more effectively allocate capital towards businesses more aligned with their objectives.”
Hilton is facing increased competition from traditional rivals and startups such as Airbnb Inc. Besides its namesake properties, Hilton owns brands including Waldorf Astoria and Hampton Inn. The new hotel REIT would hold properties with about 35,000 rooms out of the company’s more than 740,000 rooms worldwide.

Burden Relief
The spinoffs would create entities that analysts estimate would have a combined market value higher than Hilton has now, and relieve the parent of the capital burden associated with maintaining the buildings. Hilton then would trade largely as an operating company, earning fees from managing and franchising hotels. Hilton said it received a private-letter ruling from the Internal Revenue Service allowing it to pursue the spinoffs tax-free.
Hilton shares rose 2.5 percent to $20.70, giving it a market value of about $20.4 billion. The Bloomberg index of hotel REITs is down about a third from its 2015 high amid slowing growth in room rates and occupancy and capital-markets volatility.
“We think this makes sense by simplifying the businesses and should result in a higher net-valuation multiple,” JPMorgan Chase & Co. analysts led by Joseph Greff said in a note to investors.

Cash Generators
Besides the Hilton Waikiki resort, the 10 biggest cash generators include owned hotels in New York, San Francisco, New Orleans and Chicago, and leased properties in Tokyo and Osaka, Japan.
REITs are required by law to pay out at least 90 percent of taxable earnings to shareholders as dividends and, in exchange, don’t have to pay federal income taxes on those earnings. Blackstone Group LP, which took Hilton public in December 2013, still owns about 46 percent of the McLean, Virginia-based company.
Hilton’s timeshare spinoff will include about 50 properties in the U.S. and Europe. Hilton plans to keep the management of its timeshare business, Hilton Grand Vacations, in place, and is searching for internal and external candidates to lead the new hotel REIT, Nassetta said.