Hilton Grand
Vacations to Acquire
Diamond Resorts
March 10, 2021
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements convey management’s
expectations as to our future, and are based on management’s beliefs, expectations, assumptions and such plans, estimates, projections and other information available to management at the time we make such statements. Forward-looking statements include all
statements that are not historical facts, including those related to our revenues, earnings, cash flow and operations, and may be identified by terminology such as the words “outlook,” “believe, “expect,” “potential,” “goal,” “continues,” “may,” “will,” “should,” “could,
“seeks,” “approximately,” “projects,” predicts,” “intends,” “plans,” “estimates,” “anticipates” “future,” “guidance,” “target,” or the negative version of these words or other comparable words.
We caution you that our forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that are beyond our control, that may cause our actual results, performance or achievements to be materially different from the
future results. Factors that could cause our actual results to differ materially from those contemplated by our forward-looking statements include: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger
agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the transaction; risks related to disruption of management’s attention from HGV’s ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on HGV’s
relationships, operating results and business generally; the risk that the proposed merger will not be consummated in a timely manner; exceeding the expected costs of the merger; the material impact of the COVID-19 pandemic on our business, operating results,
and financial condition; the extent and duration of the impact of the COVID-19 pandemic on global economic conditions; our ability to meet our liquidity needs; risks related to our indebtedness; inherent business risks, market trends and competition within the
timeshare and hospitality industries; our ability to successfully source inventory and market, sell and finance VOIs; default rates on our financing receivables; the reputation of and our ability to access Hilton brands and programs, including the risk of a breach or
termination of our license agreement with Hilton; compliance with and changes to United States and global laws and regulations, including those related to anti-corruption and privacy; risks related to our acquisitions, joint ventures, and other partnerships; our
dependence on third-party development activities to secure just-in-time inventory; the performance of our information technology systems and our ability to maintain data security; regulatory proceedings or litigation; adequacy of our workforce to meet our business
and operation needs; our ability to attract and retain key executives and employees with skills and capacity to meet our needs; and natural disasters or adverse geo-political conditions. Any one or more of the foregoing factors could adversely impact our operations,
revenue, operating margins, financial condition and/or credit rating.
For a more detailed discussion of these factors, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in HGV’s most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 1, 2021, as such information may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission.
HGV’s forward-looking statements speak only as of the date of this communication or as of the date they are made. HGV disclaims any intent or obligation to update any “forward looking statement” made in this communication to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over time.
Additional Information and Where to Find It
This filing may be deemed solicitation material in respect of the proposed acquisition of Diamond Resorts by HGV. In connection with the proposed merger transaction, HGV will file with the SEC and furnish to HGV’s stockholders a proxy statement and other
relevant documents. This filing does not constitute a solicitation of any vote or approval. Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or
incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SEC’s website at https://www.sec.gov. In addition, the proxy statement and HGV’s annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through HGV’s website at https://investors.hgv.com. as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC.
The directors, executive officers and certain other members of management and employees of HGV may be deemed “participants” in the solicitation of proxies from stockholders of HGV in favor of the proposed merger. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the solicitation of the stockholders of HGV in connection with the proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information
about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in its definitive proxy statement filed with the SEC on Schedule 14A on March 26, 2020.
Non-GAAP Financial Measures
This presentation includes discussions of terms that are not recognized terms under U.S Generally Accepted Accounting Principles (“GAAP”), and financial measures that are not calculated in accordance with GAAP, such as Adjusted EBITDA. We derived any non-
GAAP financial measures from our audited consolidated financial statements, and Dakota Holdings, Inc.’s financial statements. We believe such non-GAAP measures provide useful information to our investors about us and our financial condition and results of
operations since these measures are used by our management to evaluate our operating performance and by securities analysts and investors as common financial measures for comparison purposes in our industry. See our most recent Annual Report on Form
10-K for a more detailed discussion of the meanings of these terms and our reasonings for providing non-GAAP financial measures and the Appendix to this presentation for full reconciliations of these measures to the most directly comparable GAAP financial
measure.
2
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 destinations and allowing HGV to leverage
the Hilton network to penetrate a broader customer
segment
3 6
2
Accelerates launch of HGV-branded trust
product offering by rebranding Diamond’s
properties over time to drive revenue growth in a new
customer segment
5
Increases recurring EBITDA streams and
drives overall cash flow, with adjusted free cash flow per
share accretion in year one
1
Ideal timing to capitalize on anticipated leisure travel recovery
Generates $125M+ in run-rate cost
synergies expected to be achieved in the first 24
months following close
Compelling valuation and deal structure
facilitates financial flexibility and deleveraging
1) Excluding one-time transaction related expenses
3
Transaction overview
Total deal value of $3.0 billion with consideration paid by HGV at closing expected to be $1.4 billion
1
Funded through the issuance of approximately 34.5 million shares of HGV common stock
Purchase price is 7.0x Diamond Resorts International (“DRI”) Adjusted EBITDA
2
plus synergies
3
Pro forma equity ownership approximately 72% existing HGV shareholders, 28% funds affiliated with Apollo
Global Management, Inc. (“Apollo”) and co-investors
$2.8 billion of financing commitments in place from 3 banks
Over $125 million in run-rate cost synergies achieved within the 24 months following close of the
transaction
Significant future revenue synergy opportunities
Consideration
and Offer
Structure
Synergy
Potential
Timeline
Management,
Ownership,
Board
Leverage and
Cash Flow
Mark Wang, Dan Mathewes, and Gordon Gurnik will remain CEO, CFO, and COO, respectively
Board will be expanded by two seats to nine members, with Apollo having the right to designate two seats as
long as they retain equity ownership of HGV at or above 15%, and one seat while they retain equity ownership
at or above 10%
FCF/share and EBITDA/share accretive in year one on an adjusted
4
basis
50-60% FCF conversion of Adjusted EBITDA
4
in steady state
Pro forma leverage
4
6.5x, returning to below 3.0x within 24 months
Target closing summer of 2021, subject to customary closing conditions
3
1) Assumes issuance of 34.5 million shares of HGV stock at $40.32 per share. Excludes one-time transaction adjustments and assumption of $657
million of securitized debt from DRI, which is non-recourse to the combined entity
2) 2019 DRI Adjusted EBITDA; see Reconciliations provided in Appendix
3) Includes identified cost synergies of $125 million
4) 2020; Adjusted to exclude the impact of net deferrals of revenue and direct expenses related to the Sales of VOIs under construction
4
A powerful combination…
World-class hospitality with the strength of the
trusted Hilton brand
62 upper upscale and luxury properties in premier
resort destinations
Proven track record of positive NOG
Points-based deeded system enables flexible
inventory sourcing from owned or fee partners
Best in class lead generation capabilities
and sales systems
Industry-leading VPG and margins
Over 325,000 owners
Largest timeshare operator with no hotel
brand affiliation
Extensive network of 92 leisure resorts across
the globe, with strong regional drive-to market presence,
and complementary upscale range
Points-based trust structure enabling incremental
pricing segmentation
4 years of excess developed inventory available for sale
Pioneered the innovative Events of a Lifetime®
experiential sales & marketing platform that drives strong
engagement at a significant VPG premium
Nearly 400,000 owners
5
…creating the premier vacation ownership company
878K
731K
660K
405K
326K
220K
Wyndham
Destinations
HGV +
Diamond
Marriott
Vacations
Diamond HGV Bluegreen
Owners
230
150
110
91
59
45
Wyndham
Destinations
HGV +
Diamond
Marriott
Vacations
Diamond HGV Bluegreen
Resorts
945K
663K
448K
383K
280K
236K
Wyndham
Destinations
HGV +
Diamond
Marriott
Vacations
HGV Diamond Bluegreen
Tours
$2,355
$2,342
$1,524
$1,410
$932
$619
Wyndham
Destinations
HGV +
Diamond
Marriott
Vacations
HGV Diamond Bluegreen
Contract Sales
$3,518
$3,439
$3,403
$3,331
$2,642
$2,381
HGV HGV +
Diamond
Marriott
Vacations
Diamond Bluegreen Wyndham
Destinations
VPG
$991
$883
$758
$453
$305
$122
Wyndham
Destinations
HGV +
Diamond
Marriott
Vacations
HGV Diamond Bluegreen
Adjusted EBITDA
$ in millions
$ in millions
1
2
2
Source: 2019 company filings
1) Estimated
2) Adjusted for net deferrals of revenue and direct expenses related to the Sales of VOIs under construction; combined includes total identified run-rate cost synergies of $125 million; see
Reconciliations in Appendix
2
2019 operating metrics
6
Synergies are a significant EBITDA opportunity
More products
1
More places
2
More owners
3
Cost synergiesRevenue levers
Branded trust product
Expanded chain scale
Broader price coverage
Experiential offerings
Expanded regional network
Higher NOG
Additional HGV owner sales
Diamond owner base activated
by Hilton Grand Vacations brand
Diamond rental performance
HGV new buyer lift
Diamond new buyer lift
HGV owner lift
Diamond owner lift
Revenue synergies
General & administrative
efficiencies
Operational efficiencies
Financial efficiencies
Cost synergy run-rate achieved in the first 24 months following close
$125M+ identified
7
HGV will have the broadest chain scale offering in the industry
Midscale
Upper
Midscale
Upscale Upper Upscale Luxury
Hilton Vacation Club
Former Diamond Properties
Competitors
1
Enhances alignment with Hilton system and their 112 million Hilton Honors members
1) Illustrative chain scale positioning
8
Wider range of price points will broaden addressable market
List price per week for HGV vs. Diamond inventory
…enhances value proposition for more
demographics, expanding our core market
Diamond's 75
th
percentile price point sits just below HGV's
lowest 25
th
percentile
1
# US householders age 25-74
2
+
=
HGV current
core market
Expansion
HGV new
core market
14M
41M
55M
Household income $75-100KHousehold income $100K +
>34%
increase
Combined
75
th
50
th
25
th
75
th
50
th
25
th
~$93K
~$60K
~$39K
~$34K
~$25K
~$18K
75
th
50
th
25
th
~$80K
~$47K
~$28K
1) Figures unweighted by room count
2) Selected Characteristics of Households by Total Money Income in 2019. US Census Bureau, Current Population Survey, 2020 ASEC Supplement
9
More properties in more places
Benefits of expanded
geographic portfolio
34
9
8
17
9
18
DRI
Beach
Desert &
Outdoors
Ski
Urban
18
Attractions
HGV
11
9
27
18
Higher tour flow, with more locations
to access and offer
Higher conversion, with broader appeal
to new customers
38
9
16
54
9
29
32
24
Drive-to
Destination
92
International
38
US + Canada Only
Global
HGV-only
market
Diamond-only
market
Common
market
HGV resorts Diamond resorts
Sales Centers
EUROPE (5+24)
MEXICO & CARIBBEAN (2+5)
JAPAN (2)
US +
Canada
Capistriano Beach
Virginia Beach
Panorama
South Lake Tahoe
Estes
Park
Santa Fe
Brian Head
San Luis Bay
Carlsbad
Ramona
Sedona
Cave Creek/Payson
Scottsdale
Pinetop
Tucson
Park City
Breckenridge
Las Vegas
Cabo
Chicago
South Bend
New York
Tremblant
Blue Mountain
D.C.
Williamsburg
Kitty Hawk
Sapphire
Myrtle Beach
Charleston
Hilton Head
Daytona/
Ormond Beach
Orlando
Miami
Naples/Marco Island
Captiva/Sanibel
Sandestin
Gatlinburg
Branson
Whistler/Vancouver
Kauai
Honolulu
Maui
Waikoloa
Palm Desert
Palm Springs
Sonora
51
Note: "Outdoors" is composed of Gatlinburg and Pigeon Forge, TN and Ucluelet, Canada. "Regional" is composed of
US excluding Hawaii and NYC. "Destination" is composed of Hawaii, NYC, and Canada. Mexico also includes Diamond
location in Zihuatanejo (not pictured on map)
48
10
New branded trust offers additional benefits
Advantages
for combined
entity
Premium pricing for certainty of availability in high
demand real estate markets
Inventory sourcing flexibility and efficiency allows us to
employ a fee-for-service model with multiple partners
Ability to pre-sell new developments supports strong
project-level cash flow and returns
Smoother sales and upgrades, with less specific
matching of buyer to property
Lowers barrier to ownership and broadens ability
to buy into system with more flexible pricing options
Reduces inventory delivery volatility and reliance
on new builds
Facilitates inventory recycling, reducing new build needs
Deeded points Trust points
Advantages
for buyers
and owners
Guaranteed availability to reserve purchased week
provides peace of mind
Aspirational sense of true ownership
Physical asset that can be passed down to
future generations
Geographic flexibility to access network without
committing to home resort
Timing flexibility, as not tied to a particular time
of year or duration
11
We’ll generate meaningful annuity revenue from recurring, capital-
efficient sources
Club
membership fees
New buyers and owner upgrades further grow
these fee streams and create a multiplier effect
NOG generates several high margin,
recurring fee streams:
Property
management fees
Financing
fees
~50%
of Segment
Adjusted EBITDA
from recurring
sources
1
~40%
of Segment
Adjusted EBITDA
from recurring
sources
1
1) Adjusted for net deferrals of revenue and direct expenses related to the Sales of VOIs under construction
12
Focus on efficiency to drive free cash flow conversion
Tap significant developed inventory
pipeline to reduce near-term spending needs
Reduce long-term inventory spending
with increased rate of inventory recapture
Maintain industry-leading margins
First year Steady state
Double-digit adjusted FCF/share accretive
1
50-60% adjusted FCF conversion
2
Operating efficiency Working capital efficiency
Realize incremental $20-25M of
annualized HGV standalone cost
reductions identified in 2020
Realize $125M+ of run-rate cost synergies
1) Excluding one-time transaction costs
2) Conversion of Adjusted EBITDA excluding the impact of net deferrals of revenue and direct expenses related to the Sales of VOIs under construction
13
We will maintain our financial flexibility
Pro-forma liquidity of $1.0 billion at year-end 2020
Nearly $300 million of receivables eligible for securitization or
warehouse borrowing
Capital market efficiencies from increased scale of combined ABS
platform
Cash flow generation will drive rapid deleverage
Pro forma leverage
1
6.5x, returning to below 3.0x within 24 months
Diamond Ocean Beach Club
Virginia Beach, Virginia
Diamond Embarc Whistler
Whistler, Canada
1) Using 2020 Adjusted EBITDA excluding the impact of net deferrals of revenue and direct expenses related to the Sales of VOIs under
construction
14
We have the unique capabilities and brand to deliver this deal's value
Premier branded
timeshare operator with
29 years of NOG and
industry leading margins
Powerful trust-based
network built by years
of acquisitions
Proven brand integration into our
marketing engine, now applied
across a broader owner,
demographic, and property base
Ideal timing to capitalize on anticipated leisure travel recovery
Appendix
16
Sources
Equity Issued to
DRI
1
$1,392
Cash on Hand
304
New Debt Issued
2,323
Debt
Assumed
2
598
Total Sources
$4,617
Uses
Purchase of
DRI
$1,392
Debt
Assumed
2
598
Debt Repaid
2,503
Transaction Fees & Other
125
Total Uses
$4,617
Transaction sources and uses
Note: Totals may not foot due to rounding
1) 34.5 million HGV common shares issued at $40.32
2) Excludes non-recourse, securitized timeshare debt of $657 million
17
2019 Net income to Adjusted EBITDA reconciliation
1) 2019 results derived from HGV’s 2020 Annual Report on Form 10-K
2) Derived from Dakota Holdings, Inc (“Diamond Resorts”) 2019 financial statements, further adjusted to conform to HGV’s definition of Adjusted EBITDA
3) For Diamond Resorts, other adjustment items includes costs primarily associated with acquisition and integration costs, restructuring, consulting and other one-time charges
4) Represents the deferred revenues and related direct expenses from the sales of VOIs under construction
5) Represents estimated annualized cost synergies
6) Represents Adjusted EBITDA as defined, further adjusted for deferred revenues and related direct expenses from the sales of VOIs under construction
($ in millions) HGV
1
Diamond
Resorts
2
Pro Forma
Combined
Net income (loss) $216 $(43) $173
Interest expense 43 166 209
Income tax expense 57 4 61
Depreciation and amortization 44 118 162
Interest expense, depreciation and amortization included
in equity in earnings from unconsolidated affiliates
3 3
EBITDA 363 245 608
Amortization of portfolio premium 13 13
Other loss (gain), net 3 (1) 2
Share-based compensation expense 22 3 25
Other adjustment items
3
20 45 65
Adjusted EBITDA $408 $305 $713
Adjustments:
Net deferrals (recognitions)
4
45 45
Annualized run-rate cost savings
5
125
Adjusted EBITDA
6
$453 $305 $883