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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 30, 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. |
As previously disclosed by Hyatt Hotels Corporation
(“Hyatt” or the “Company”), on June 29, 2025, HI Holdings Playa B.V., a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands and an indirect wholly
owned subsidiary of Hyatt (“HI Holdings”), and Hyatt Corporation entered into a Share Purchase Agreement (the “Share
Purchase Agreement”) with Turquoise Topco Limited (“Original Buyer”), a joint venture between an affiliate
of KSL Capital Partners, LLC and Rodina, which provides for the sale of Playa Resorts Holding B.V. which, following certain internal restructurings,
would indirectly hold all of the subsidiaries of Playa that own hotels and real property in exchange for an all-cash purchase price of
$2.0 billion, subject to customary adjustments (the “Asset Sale Transaction”). Original Buyer subsequently assigned
the Share Purchase Agreement and its rights thereunder to TRQ TORTUGA B.V., a Dutch private limited liability company (“Buyer”).
On December
30, 2025, the Asset Sale Transaction closed for an all-cash purchase price of $1,977.5 billion. Buyer financed the acquisition
with equity financing from an affiliate of KSL Capital Partners, LLC and Rodina, committed debt financing from third party sources, and
a $200 million preferred equity investment provided by Hyatt. In addition, Hyatt can achieve up to an additional $143 million earnout
if certain operating thresholds are achieved.
The Asset Sale Transaction originally involved 15 all-inclusive properties
located across Mexico, the Dominican Republic and Jamaica. As previously disclosed, Hyatt sold one property to a separate third-party
buyer on September 18, 2025, for $22.5 million. Between the completion of this earlier sale and the Asset Sale Transaction, Hyatt has
sold the entire Playa real estate portfolio for a total of $2.0 billion. Concurrent with the closing of the Asset Sale Transaction, affiliates
of Hyatt and Buyer have entered into various commercial arrangements with respect to 13 of the 14 properties in the portfolio, including
50-year hotel management agreements for Hyatt affiliates to manage such hotels, with terms consistent with Hyatt’s existing all-inclusive
management agreements. The remaining property is subject to a separate contractual arrangement.
| Item 7.01. | Regulation FD Disclosure. |
On December 30, 2025, Hyatt issued a press release announcing the closing
the Asset Sale Transaction, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
2025 Full Year Outlook Update due to Hurricane Melissa
As a result of the damage related to Hurricane Melissa, which struck
the island of Jamaica in October 2025, the Company is updating 2025 full year outlook for Playa and Hyatt Hotels Corporation as originally
communicated in the Company’s Current Report on Form 8-K filed on November 6, 2025. As a result of the hurricane, the
full year 2025 Adjusted EBITDA outlook for Playa is decreased by $10 million at the mid-point of the outlook range. Excluding Playa, full
year 2025 Adjusted EBITDA for Hyatt Hotels Corporation is expected to be at the low end of the $1,090 million to $1,110 million outlook
range provided in the Company’s Current Report on Form 8-K filed on November 6, 2025, due primarily to weaker Distribution
segment performance from cancellations in Jamaica. For a reconciliation of consolidated net income attributable to Hyatt Hotels Corporation
to Adjusted EBITDA, please refer to the Company’s Current Report on Form 8-K filed on November 6, 2025.
| (in millions) | |
Year Ended December 31, 2025 | |
| | |
Outlook Range (a) | |
| | |
Playa | |
| | |
Low | | |
High | |
| REVENUES: | |
| | | |
| | |
| Gross fees (b) | |
$ | (5 | ) | |
$ | (5 | ) |
| Owned and leased | |
$ | 355 | | |
$ | 370 | |
| Distribution | |
$ | — | | |
$ | — | |
| | |
| | | |
| | |
| EXPENSES: | |
| | | |
| | |
| Adjusted G&A Expenses | |
$ | 6 | | |
$ | 7 | |
| Owned and leased (c) | |
$ | 278 | | |
$ | 287 | |
| Distribution | |
$ | 1 | | |
$ | 1 | |
(a) Reflects period of ownership of acquired Playa properties from June 17, 2025 through December 30, 2025.
(b) Gross fees are adjusted to remove $9 million of intercompany franchise fee revenues earned for acquired Playa properties which are eliminated in consolidation.
(c) Excludes stock-based compensation expense as amounts are not included in Adjusted EBITDA.
The Company’s 2025 outlook is based on a number of assumptions
that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the
Company’s expectations may change. There can be no assurance that the Company will achieve these results.
The information in Item 7.01 of this report (including Exhibit 99.1)
is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information
The Company’s unaudited pro forma condensed combined income statement
for the nine months ended September 30, 2025 and the year ended December 31, 2024 and the unaudited pro forma condensed combined
balance sheet as of September 30, 2025, each with related notes thereto, are attached as Exhibit 99.2 hereto and incorporated
by reference herein.
(d) Exhibits
| Exhibit Number |
|
Description |
| |
|
| 99.1 |
|
Hyatt Hotels Corporation Press Release, dated December 30, 2025 |
| 99.2 |
|
Unaudited pro forma condensed combined income statement for the nine months ended September 30, 2025 and the year ended December 31, 2024 of the Company and unaudited pro forma condensed combined balance sheet as of September 30, 2025 of the Company (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on November 17, 2025) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Form 8-K contains certain “forward-looking statements,”
which statements are not historical facts, relating to the Company, Playa and the proposed Asset Sale Transaction. These statements
include, but are not limited to, expected outcomes of the Asset Sale Transaction, and updates to 2025 full year outlook expectations,
and involve known and unknown risks that are difficult to predict. Words such as “anticipate,” “believe,” “estimate,”
“expect,” “seek,” “likely,” “forecast,” “estimate,” “continue,”
“intend,” “may,” “could,” “plan,” “project,” “predict,” “should,”
“would,” “will” and variations of these terms and similar expressions, or the negative of these terms or similar
expressions, are intended to identify such forward-looking statements. Such forward-looking statements are necessarily based upon estimates
and assumptions available to us as of the date the statements are made, which are inherently uncertain. Our actual results, performance
or achievements may differ materially from those expressed or implied by these forward-looking statements due to various known and unknown
risks and uncertainties. Factors that may cause actual results, performance or achievements to differ materially from current expectations
include, but are not limited to, risks discussed in our filings with the SEC, including our most recently filed annual report on Form 10-K
and subsequent quarterly reports filed on Form 10-Q, which filings are incorporated herein by reference and available from the SEC’s
website at www.sec.gov, and in other documents that we may file with or furnish to the SEC. All forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. We caution
you not to place undue reliance on any forward-looking statements, which are made only as of the date of this Form 8-K. We do not
undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information
or future events, changes in assumptions or changes in other factors affecting forward-looking statements or otherwise, except to the
extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking statements.
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 hereunto duly authorized.
| |
Hyatt Hotels Corporation |
| |
|
|
| Date: December 30, 2025 |
By: |
/s/ Joan Bottarini |
| |
|
Name: |
Joan Bottarini |
| |
|
Title: |
Executive Vice President, Chief Financial Officer |
