Hilton Announces Pricing for Its Tender Offers and Related Consent Solicitations for Its Notes

Business Wire, Oct 19, 2007

BEVERLY HILLS, Calif. -- Hilton Hotels Corporation (NYSE:HLT) ("Hilton") announced today the determination of the total consideration and tender offer consideration to be paid pursuant to its cash tender offers and related consent solicitations for its 7.625% Notes due 2008, 7.200% Notes due 2009, 8.250% Notes due 2011, 7.625% Notes due 2012 and 7.500% Notes due 2017 (collectively, the "Notes").

The total consideration payable for Notes accepted for payment that were validly tendered with consents and not validly withdrawn at or prior to 5:00 p.m., New York City time, on September 25, 2007 (the "Note Consent Payment Deadline"), will be an amount equal to the total consideration specified in the table below per $1,000 principal amount of Notes. The tender offer consideration payable per $1,000 principal amount of Notes accepted for payment that are validly tendered after the Note Consent Payment Deadline but at or prior to 8:00 a.m., New York City time, on October 24, 2007 (unless extended or earlier terminated by Hilton, the "Offer Expiration Date"), will be an amount equal to the total consideration minus the consent payment of $30.00 per $1,000 principal amount of Notes. In each case, holders whose Notes are accepted for payment in the tender offers will receive accrued and unpaid interest for such Notes from the last interest payment date to, but not including, the payment date for Notes purchased in the tender offers.

The table below provides information relating to the determination of the applicable total consideration and tender offer consideration per $1,000 principal amount of Notes.

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As previously announced, the total consideration per $25.00 principal amount of Hilton's 8.000% Quarterly Interest Bonds due 2031 (the "Bonds") validly tendered and not validly withdrawn pursuant to Hilton's tender offer and consent solicitation for the Bonds at or prior to the 5:00 p.m., New York City time, on October 16, 2007 (the "Bond Consent Payment Deadline") is $25.25 (the "Bonds Total Consideration"). The tender offer consideration payable for Bonds accepted for payment that are validly tendered after the Bond Consent Payment Deadline but at or prior to the Offer Expiration Date, will be an amount equal to the Bonds Total Consideration minus the consent payment of $1.00 per $25.00 principal amount of Bonds.

Also as previously announced, the total consideration for Hilton's 7.430% Chilean Inflation-Indexed (UF) Notes due 2009 (the "CLP Notes" and, together with the Notes and the Bonds, the "Securities") in Chilean pesos has been set at CLP65,560.95 per CLP50,000 original principal amount of CLP Notes. All of the CLP Notes were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on October 1, 2007, and, accordingly, all CLP Notes are eligible to receive the total consideration. Hilton expects to determine the total consideration in U.S. dollars payable in respect of its CLP Notes tendered pursuant to Hilton's tender offer and consent solicitation for the CLP Notes on October 22, 2007, unless such determination date is extended by Hilton.

The tender offer for each issue of Securities will expire at 8:00 a.m., New York City time, on the Offer Expiration Date. As indicated in the Offer to Purchase (as defined below), it is expected that the Offer Expiration Date will be extended to coincide with the date that the Merger (as defined below) becomes effective.

Each tender offer and consent solicitation is being made independently of the other tender offers and consent solicitations and Hilton reserves the right to terminate, withdraw or amend each tender offer and consent solicitation independently of the other tender offers and consent solicitations at any time and from time to time.

The tender offers and consent solicitations relating to the Securities are made upon the terms and conditions set forth in Hilton's Offer to Purchase and Consent Solicitation Statement dated September 12, 2007 (the "Offer to Purchase") and the related Consent and Letter of Transmittal (the "Letter of Transmittal"), as amended. The tender offers and consent solicitations are being conducted in connection with the previously announced merger agreement that provides for the acquisition of Hilton by BH Hotels LLC, an entity controlled by investment funds affiliated with The Blackstone Group L.P. (such transaction referred to herein as the "Merger"). The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including the Merger having occurred, or such Merger occurring substantially concurrent with the Offer Expiration Date. However, the completion of the tender offers and consent solicitations is not a condition to completion of the Merger. Further details about the terms and conditions of the tender offers and the consent solicitations are set forth in the Offer to Purchase.

Hilton has retained Bear, Stearns & Co. Inc. and UBS Investment Bank to act as the lead Dealer Managers for the tender offers and lead Solicitation Agents for the consent solicitations, and they can be contacted at (877) 696-BEAR (toll-free) ((212) 272-5112 (collect)) and (888) 719-4210 (toll-free) ((203) 719-4210 (collect)), respectively. Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated are also acting as Dealer Managers and Solicitation Agents in connection with the tender offers and the consent solicitations. Requests for documentation may be directed to Global Bondholder Services Corporation, the Information Agent, which can be contacted at (212) 430-3774 (for banks and brokers only) or (866) 924-2200 (for all others toll-free).