Hilton Grand Vacations HGV
HGV is overpaying 10x EBITDA for Diamond and handing Apollo effective control with no premium; standalone HGV is worth $55 — shareholders should vote AGAINST.
Thesis
Land & Buildings urges HGV shareholders to vote AGAINST the proposed acquisition of Apollo-owned Diamond Resorts International, arguing the deal overpays at 10x 2019 EBITDA versus BofA's own fairness range of 6.5-8.0x and issues HGV stock at $40.55, the low end of BofA's $35.75-$50.75 valuation. The structure hands Apollo a 28% stake, two board seats, and a voting obligation to back the HGV board in contested elections — an effective transfer of control without any control premium. Standalone HGV is worth $55 per share applying Marriott Vacations' 11.2x multiple to management's 2022 EBITDA, and is forecast to grow EBITDA 16% annually through 2025 versus Diamond's 4%, with outsized exposure to recovering Las Vegas, Orlando, Hawaii and Japan leisure markets that Diamond would dilute.
SCQA
Hilton Grand Vacations is a timeshare operator positioned for a strong post-pandemic recovery given heavy exposure to Las Vegas, Orlando, Hawaii and Japan, with management forecasting 16% standalone EBITDA CAGR from 2022 to 2025.
HGV's board agreed to buy Apollo's Diamond Resorts at 10x EBITDA (vs BofA's 6.5-8.0x fairness range), issuing stock at the low end of its own valuation and granting Apollo 28% ownership, two board seats and voting obligations that entrench management.
Shareholders should vote AGAINST the Diamond Acquisition so that HGV remains a standalone company, preserves its superior growth profile and avoids ceding effective control to Apollo without payment of a control premium.
Standalone HGV is worth approximately $55 per share — applying Marriott Vacations' 11.2x EBITDA multiple to HGV's own 2022 EBITDA forecast — versus issuance at $40.55, implying material upside preserved by rejecting the deal.
The three reasons
- 1
HGV paying 10x EBITDA for Diamond vs BofA fairness range of 6.5-8.0x
- 2
Apollo gets 28% stake and board rights — control transfer with no premium
- 3
Diamond dilutes HGV's 16% EBITDA growth to 4% — standalone worth $55/share
Primary demands
- Vote AGAINST HGV's acquisition of Diamond Resorts International
- Preserve HGV as a standalone company to capture 16% EBITDA CAGR
- Reject transfer of effective control to Apollo without a control premium
- Reject issuance of HGV shares at $40.55 — the low end of BofA's fairness range
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Precedents cited
- Marriott Vacations (VAC) 11.2x EBITDA multiple as standalone valuation benchmark
Notable slides (6)
Notes
Merger-vote campaign deck (not a classic proxy contest). L&B opposes HGV's Apollo-structured acquisition of Diamond Resorts, arguing overpayment and covert control transfer. Presentation date not printed on cover; inferred from filename and April 30 response reference. Stake not disclosed in this document. Six of thirteen pages are titled 'HGV's Misleading Claims' — structured as point-by-point rebuttal of HGV's April 30 Schedule 14A response, which is an unusually dialogic format. Mark Wang CEO quote on page 12 used to corroborate L&B's Japan recovery thesis rather than expose a contradiction, but quote-contradiction framing applies to HGV's fairness opinion (10x paid vs 6.5-8x BofA range).