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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 11, 2025
HYATT HOTELS CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-34521 |
|
20-1480589 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
150 North
Riverside Plaza
Chicago,
IL |
60606 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (312) 750-1234
Former name or former address, if changed since
last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
| Class A common stock, $0.01 par value |
H |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01. Completion of Acquisition or Disposition of Assets.
Explanatory Note
This Amendment No. 1 on Form 8-K/A (the “Form 8-K/A”)
amends and supplements the Current Report on Form 8-K of Hyatt Hotels Corporation (the “Company”)
filed with the Securities and Exchange Commission (the “SEC”) on
June 17, 2025 (the “Initial Form 8-K”). The Initial
Form 8-K reported the completed acquisition of Playa Hotels & Resorts, N.V. (“Playa”),
a Dutch public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (the
“Acquisition”).
The Acquisition was completed pursuant to a Purchase Agreement (as
amended, the “Purchase Agreement”) with Playa and HI Holdings Playa B.V., a Dutch private limited liability company
(besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and an indirect wholly owned
subsidiary of the Company (“Buyer”), to purchase all of the issued and outstanding ordinary shares, par value €0.10
per share, of Playa (“Shares”) at a purchase price of $13.50 per Share payable in cash (the “Offer Consideration”),
less applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated February 24, 2025 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and in
the related Letter of Transmittal (together with the Offer to Purchase and other related materials, as each may be amended or supplemented
from time to time, the “Offer”).
This Form 8-K/A provides the unaudited pro forma financial information
as required by Item 9.01 of Form 8-K.
No other modification to the Initial Form 8-K is being made by
this Form 8-K/A. The information previously reported in or filed with the Initial Form 8-K is hereby incorporated by reference
into this Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The Company’s unaudited pro forma condensed combined
income statement for the six months ended June 30, 2025 and the year ended December 31, 2024 and the unaudited pro forma condensed
combined balance sheet as of June 30, 2025, each with related notes thereto, are attached as Exhibit 99.1 hereto and incorporated
by reference herein.
The unaudited condensed consolidated financial statements
of Playa and its subsidiaries as of March 31, 2025, with related notes thereto, are attached as Exhibit 99.2 hereto and incorporated
by reference herein.
(d) Exhibits.
| |
Exhibit No. |
|
Document
Description |
| |
99.1 |
|
Unaudited
pro forma condensed combined income statement for the six months ended June 30, 2025 and the year ended December 31, 2024
of the Company and unaudited pro forma condensed combined balance sheet as of June 30, 2025 of the Company |
| |
99.2 |
|
Unaudited condensed
consolidated financial statements of Playa and its subsidiaries as of March 31, 2025 (incorporated by reference to Part I, Item
1 of the Quarterly Report on Form 10-Q of Playa for the quarterly period ended March 31, 2025 (SEC File No. 001-38012)) |
| |
104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
Hyatt Hotels Corporation |
| |
|
|
| Date: August 27, 2025 |
By: |
/s/ Joan Bottarini |
| |
|
Name: |
Joan Bottarini |
| |
|
Title: |
Executive Vice President, Chief Financial Officer |
