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): March 17, 2025
(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 |
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 8.01. | Other Events. |
Information Related to the Playa Transaction
Supplementary Risk Factors
Hyatt Hotels Corporation (the “Company”) is supplementing the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, under the section titled “Risk Factors” in Part I, Item 1A, in connection with the previously announced transaction by which the Company agreed to acquire all outstanding shares of Playa Hotels & Resorts N.V. (“Playa”) for $13.50 per share, or approximately $2.6 billion, including approximately $900 million of debt, net of cash, pursuant to the Purchase Agreement, dated as of February 9, 2025 (the “Purchase Agreement”), by and among the Company, HI Holdings Playa B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Buyer”) and an indirect wholly-owned subsidiary of the Company, and Playa (the “Transaction”).
Information with respect to certain material risks related to the Transaction is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Financial Statements
Also included or incorporated by reference in this Current Report on Form 8-K are certain (i) audited consolidated financial statements of Playa and its subsidiaries and (ii) unaudited pro forma condensed combined financial statements of the Company giving effect to the Transaction, each as described in Item 9.01 of this Current Report on Form 8-K.
The consent of Deloitte & Touche LLP, consenting to the incorporation by reference in certain of the Company’s registration statements of its report forming part of Exhibit 99.2 hereto, is attached as Exhibit 23.1 hereto and incorporated by reference herein.
Share Repurchase
Between February 14, 2025 and March 14, 2025, the Company repurchased 1,078,511 shares of Class A common stock for approximately $149 million. As of March 17, 2025, the Company has approximately $822 million remaining under its share repurchase authorization.
Item 9.01. | Financial Statements and Exhibits. |
(a) Audited Financial Information
The consolidated financial statements of Playa and its subsidiaries as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, incorporated by reference in Exhibit 99.2 hereto and herein, have been audited by Deloitte & Touche LLP, independent auditors, as set forth in their reports thereon, which are incorporated by reference herein (which reports express an unqualified opinion on the financial statements).
(b) Pro Forma Financial Information
The Company’s unaudited pro forma condensed combined income statement for the year ended December 31, 2024 and the unaudited pro forma condensed combined balance sheet as of December 31, 2024, each with related notes thereto, are attached as Exhibit 99.3 hereto and incorporated by reference herein.
(d) Exhibits.
* | Filed herewith |
Additional Information and Where to Find It
This Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell ordinary shares of Playa or any other securities, nor is it a substitute for the tender offer materials that Buyer filed with the SEC upon the commencement of the tender offer. Buyer has filed with the SEC a tender offer statement on Schedule TO (the “Tender Offer Statement”) and Playa has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”) with respect to the tender offer. Playa also filed with the SEC a proxy statement (the “Proxy Statement”) in connection with an extraordinary general meeting of shareholders of Playa, at which the Playa shareholders will vote on certain proposed resolutions (the “EGM Proposals”) in connection with the transactions referenced in the Purchase Agreement, and mailed the definitive proxy statement and a proxy card to each Playa shareholder entitled to vote at the extraordinary general meeting. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND THE PROXY STATEMENT CONTAIN IMPORTANT INFORMATION. PLAYA’S SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF PLAYA’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents), as well as the Solicitation/Recommendation Statement, are available to all holders of Playa’s ordinary shares at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement are available for free at the SEC’s website at www.sec.gov. Copies of the documents filed by the Buyer with the SEC will also be available free of charge on the Company’s Investor Relations site at investors.hyatt.com. Copies of the documents filed by Playa with the SEC will also be available free of charge on Playa’s website at investors.playaresorts.com or by contacting Playa’s investor relations department at ir@playaresorts.com. In addition, Playa shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer by telephone at (866) 828-4304 (toll free) or (210) 664-3693 (non-toll free), or by email at HyattOffer@georgeson.com.
Participants in the Solicitation
Playa, its directors and executive officers and other members of its management and employees, as well as the Company and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from Playa’s shareholders in connection with the EGM Proposals. Information about Playa’s directors and executive officers and their ownership of Playa’s ordinary shares is set forth in the proxy statement for Playa’s 2024 annual general meeting of shareholders, which was filed with the SEC on April 22, 2024, and Playa’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 25, 2025. Information about Hyatt’s directors and executive officers is set forth in the proxy statement for Hyatt’s 2024 annual meeting of shareholders, which was filed with the SEC on April 4, 2024, and Hyatt’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 13, 2025. Shareholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the EGM Proposals, including the interests of Playa’s directors and executive officers in the transaction, which may be different than those of Playa’s shareholders generally, by reading the proxy statement and other relevant documents regarding the transaction which will be filed with the SEC.
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 acquisition. These statements include, but are not limited to: statements about the proposed acquisition and the expected timeline for completing the acquisition; approvals of the acquisition; ability to consummate and finance the acquisition; method of financing the acquisition; integration of the acquisition; future operations or benefits; future business and financial performance; and outcomes of the proposed acquisition 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: the effects that the announcement or pendency of the proposed acquisition may have on us, Playa and our respective business and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we or they do business; inability to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; inability to obtain sufficient shareholder tender of Playa ordinary shares, shareholder approval or to satisfy other closing conditions; inability to obtain financing; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the effects that any termination of the definitive agreement may have on us or our business; failure to successfully complete the proposed acquisition; legal proceedings that may be instituted related to the proposed acquisition; significant and unexpected costs, charges or expenses related to the proposed acquisition; risks associated with potential divestitures, including of Playa real estate or business; ability or failure to successfully integrate the acquisition with existing operations; ability to realize anticipated synergies or obtain the results anticipated; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the financial condition of, and our and Playa’s relationships with, third-party owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access the capital necessary to fund current operations or implement our plans for growth; our ability to successfully execute our strategy to expand our management and hotels services and franchising business while at the same time reducing Playa’s real estate asset base within targeted timeframes and at expected values; our and Playa’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures; declines in the value of real estate assets; unforeseen terminations of management and hotels services or franchise agreements; risks associated with changing, or the introduction of new, brand concepts, including lack of acceptance of different or new brands or innovation; general volatility of the capital markets and our ability to access such markets; changes in the competitive environment in our industry, industry consolidation, and the markets where we and Playa operate; violations of regulations or laws related to our or Playa’s franchising businesses, licensing businesses or international operations; and other 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: March 17, 2025 | By: | /s/ Joan Bottarini | ||||
Name: | Joan Bottarini | |||||
Title: | Executive Vice President, Chief Financial Officer |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements Nos. 333-163668, 333-165384, 333-166728, 333-189681, 333-238575, 333-238577, and 333-279460 on Form S-8 and Registration Statements Nos. 333-274272 and 333-272098 on Form S-3 of Hyatt Hotels Corporation of our reports dated February 25, 2025, relating to the financial statements of Playa Hotels & Resorts N.V. and the effectiveness of Playa Hotels & Resorts N.V.s internal control over financial reporting, appearing in this Current Report on Form 8-K dated March 17, 2025.
/s/ Deloitte & Touche LLP
McLean, VA
March 17, 2025
Exhibit 99.1
Risks Related to the Playa Hotels Acquisition
Unless we have indicated otherwise, or the context otherwise requires, references to the terms we, us, or our or other similar terms mean Hyatt Hotels Corporation and its consolidated subsidiaries.
We expect to incur material expenses and indebtedness related to the Playa Hotels Acquisition.
We expect to incur material expenses and indebtedness in completing the acquisition of Playa Hotels & Resorts N.V. (Playa Hotels and the Playa Hotels Acquisition) and integrating the business, operations, practices, policies and procedures of Playa Hotels. While we have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. We also intend to finance a portion of the consideration for the Playa Hotels Acquisition through the incurrence of indebtedness, which will increase our debt service obligations and the risk of downgrade of our credit ratings by credit rating agencies. These additional expenses or indebtedness could have an adverse effect on us or our results of operations.
We may not realize the anticipated benefits from the pending Playa Hotels Acquisition.
The Playa Hotels Acquisition involves the combination of two companies that currently operate as independent companies. While we and Playa Hotels will continue to operate independently until the completion of the Playa Hotels Acquisition, the success of the Playa Hotels Acquisition will depend, in part, on our ability to realize the anticipated benefits from successfully combining our and Playa Hotels businesses after closing. We plan on devoting substantial management attention and resources to integrating our and Playa Hotels business practices so that we can fully realize the anticipated benefits of the Playa Hotels Acquisition. Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated. The Playa Hotels Acquisition could also result in the assumption of unknown or contingent liabilities, and, because Playa Hotels operates in the same sector that we do, the Playa Hotels Acquisition could also exacerbate a number of risks that currently apply to us. Further, as part of our capital strategy, we plan to continue from time to time to sell certain real estate, including real estate acquired as part of the Playa Hotels Acquisition, subject to a management and hotel services agreement or franchise agreement, with the primary purpose of reinvesting the proceeds to support the growth of our business and to repay indebtedness. As we actively market and look to sell selected real estate assets, general economic conditions, rising interest rates, and/or property-specific issues may negatively affect real estate values, prevent us from selling real estate assets on acceptable terms or at expected values, or prevent us from selling real estate assets within committed timeframes.
Potential difficulties we may encounter following closing include the following:
| the inability to successfully combine our and Playa Hotels businesses in a manner that permits us to realize the anticipated benefits of the Playa Hotels Acquisition in the time frame currently anticipated, or at all; |
| the failure to integrate internal systems, programs and internal controls, or decisions by our management to apply different accounting policies, assumptions or judgments to Playa Hotels operational results than Playa Hotels applied in the past; |
| the inability to successfully realize the anticipated value of the Playa Hotels Acquisition to expand our all-inclusive ALG Vacations and Unlimited Vacation Club distribution channels or the expected benefits and added value from the World of Hyatt loyalty program; |
| effectively and efficiently integrating information technology and other systems; |
| issues not discovered as part of the transactional due diligence process and/or unanticipated liabilities or contingencies of Playa Hotels, including with respect to commercial disputes or cyber incidents and information technology failures or delays, matters related to data privacy, data localization, and the handling of personally identifiable information or other matters; |
| preserving the important licensing, distribution, marketing, owner, customer, labor, and other relationships of the acquired assets; |
| coordinating sales, distribution, loyalty, membership, and marketing functions; |
| loss of sales and other commercial relationships; |
| the complexities associated with managing the combined company; |
| the failure to retain key employees of either of the two companies that may be difficult to replace; |
| the disruption of each companys ongoing businesses or inconsistencies in services, standards, controls, procedures and policies; |
| potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Playa Hotels Acquisition; and |
| performance shortfalls at one or both of the two companies as a result of the diversion of managements attention caused by completing the Playa Hotels Acquisition and integrating our and Playa Hotels operations. |
Based on our preliminary purchase accounting estimates, a significant portion of the purchase price for the Playa Hotels Acquisition would be allocated to goodwill and intangible assets and we already hold a significant amount of these assets. On a quarterly basis, we evaluate our assets for impairment based on various factors, including actual operating results, trends of projected revenues and profitability, potential or actual terminations of underlying management and hotel services agreements and franchise agreements, pending third-party offers, and significant adverse changes in the business climate. If our acquisition of the Playa Hotels does not yield expected returns, we may be required to recognize additional impairment charges, which could materially adversely affect our reported results.
Any of these risks could adversely affect our ability to maintain relationships with customers, vendors, employees and other commercial relationships or adversely affect our or Playa Hotels future operational results. As a result, the anticipated benefits of the Playa Hotels Acquisition may not be realized or at all or may take longer to realize or cost more than expected, which could adversely affect our business, financial condition, results of operations and growth prospects. In addition, changes in laws and regulations could adversely impact our business, financial condition, results of operations and growth prospects after the Playa Hotels Acquisition.
The pending Playa Hotels Acquisition may not be completed on the currently contemplated timeline or terms, or at all.
Consummation of the Playa Hotels Acquisition is conditioned on, among other things, the receipt of certain consents and other approvals under the competition laws of various jurisdictions. Neither we nor Playa Hotels can provide assurance that the conditions to completing the Playa Hotels Acquisition will be satisfied or waived, and accordingly, that the Playa Hotels Acquisition will be completed on the terms or timeline that the parties anticipate or at all. If any condition to the Playa Hotels Acquisition is not satisfied, it could delay or prevent the Playa Hotels Acquisition from occurring, which could negatively impact our business, financial condition, results of operations and growth prospects.
Failure to complete the pending Playa Hotels Acquisition could have an adverse effect on us.
Either we or Playa Hotels may terminate the Purchase Agreement in specified circumstances. If the Playa Hotels Acquisition is not completed, our business, financial condition, results of operations and growth prospects may be adversely affected and, without realizing any of the benefits of having completed the Playa Hotels Acquisition, we will be subject to a number of risks, including the following:
| the market price of our securities could decline; |
| we will be required to pay certain costs relating to the Playa Hotels Acquisition, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until the closing of the Playa Hotels Acquisition, whether or not the Playa Hotels Acquisition is completed; |
| if the Purchase Agreement is terminated, our stockholders cannot be certain that we will be able to find another acquisition opportunity as attractive to us as the Playa Hotels Acquisition; |
| we could be subject to litigation related to any failure to complete the Playa Hotels Acquisition or related to any enforcement proceeding commenced against us to perform our obligations under the Purchase Agreement; |
| we will not realize the benefit of the time and resources, financial and otherwise, committed by our management to matters relating to the Playa Hotels Acquisition that could have been devoted to pursuing other beneficial opportunities; and |
| we may experience reputational harm due to the adverse perception of any failure to successfully complete the Playa Hotels Acquisition or negative reactions from the financial markets or from our customers, vendors, employees and other commercial relationships. |
Any of these risks could adversely affect our business, financial condition, results of operations and growth prospects, and impact our ability to meaningfully increase the percentage of revenues and earnings we generate from fees. Similarly, delays in the completion of the Playa Hotels Acquisition could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about the completion of the Playa Hotels Acquisition and could adversely affect our business, financial condition, results of operations and growth prospects.
The pendency of the Playa Hotels Acquisition could adversely affect our and/or Playa Hotels businesses and operations.
In connection with the pending Playa Hotels Acquisition, some customers, vendors or other parties with commercial relationships with each of us and the Playa Hotels may delay or defer decisions, which could adversely affect the revenues, earnings, cash flows and expenses of us and Playa Hotels, regardless of whether the Playa Hotels Acquisition is completed. In addition, due to operating covenants in the Purchase Agreement, Playa Hotels may be unable (without our prior written consent), during the pendency of the Playa Hotels Acquisition, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions outside the ordinary course, even if such actions would prove beneficial.
Exhibit 99.3
HYATT HOTELS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On February 9, 2025, Hyatt Hotels Corporation (Hyatt) agreed to acquire all of the outstanding shares of Playa Hotels & Resorts N.V. (Playa), a leading owner, operator, and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations. Pursuant to the purchase agreement, Hyatt has commenced a tender offer (the Transaction) to purchase all of the issued and outstanding ordinary shares at a cash price of $13.50 per share, for an enterprise value of approximately $2.6 billion, including approximately $900 million of debt, net of cash acquired. Hyatt is currently the beneficial owner of 9.4% of Playas outstanding shares. The transaction is expected to be funded with new debt financing.
Unless otherwise specified or required by the context, references in this report to we, our, us, Hyatt, and the Company refer to Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries. Throughout this report, the accompanying unaudited pro forma condensed combined financial information and associated adjustments are referred to as the pro forma balance sheet, the pro forma income statement, and the notes to the pro forma financial information, collectively, the pro forma financial information. The pro forma financial information is condensed and unaudited, and also combined, except where such information by its presentation or context applies only to Hyatt or Playa. The pro forma balance sheet gives effect to the Transaction and related adjustments, as described below and in the notes to the pro forma financial information, as if they had been completed on December 31, 2024, and the pro forma income statement gives effect to the Transaction and related adjustments as if they had occurred on January 1, 2024.
This pro forma financial information has been prepared based on the following historical consolidated financial statements of Hyatt and Playa:
| the separate audited consolidated financial statements of Hyatt as of and for the fiscal year ended December 31, 2024, and the related notes, included in Hyatts Annual Report on Form 10-K for the fiscal year ended December 31, 2024; and |
| the separate audited consolidated financial statements of Playa as of and for the fiscal year ended December 31, 2024, incorporated by reference in Hyatts Current Report on Form 8-K filed on March 17, 2025. |
The pro forma financial information should be read in conjunction with the audited consolidated financial statements and accompanying notes of both companies.
The pro forma financial information has been prepared in accordance with Article 11 of Securities Exchange Commission (SEC) Regulation S-X and should be read together with the accompanying notes (the Notes). Such Notes describe the assumptions and estimates related to the adjustments to the pro forma financial information.
Description of the Transaction
Pursuant to the purchase agreement, Hyatt, through an indirect wholly owned subsidiary, has commenced a tender offer to purchase all of the issued and outstanding ordinary shares, par value EUR 0.10 per share, of Playa (the Shares) at a cash price of $13.50 per share (the Offer Consideration), without interest and subject to any required tax withholding. The offer will remain open until 9:00 a.m. (New York City time) on the day that is (i) 21 business days from the commencement of the offer or (ii) six business days after the date of the extraordinary general meeting of the shareholders of Playa, whichever is later, unless the offer is extended. The time at which the offer expires (taking into account any extensions) is referred to as the Expiration Time.
If the conditions to the settlement of the offer are satisfied, Hyatt will commence a subsequent offering period (the Subsequent Offering Period) on the first business day after the Expiration Time. Pursuant to the Subsequent Offering Period, Hyatt will offer to purchase additional shares at the Offer Consideration, without interest and subject to any required tax withholding, for a period of five business days. It is expected that, promptly following settlement of the Subsequent Offering Period (the Subsequent Closing), Playa will become an indirect wholly owned subsidiary of Hyatt through a corporate reorganization involving Playa and its subsidiaries. Accordingly, Playa will no longer be a publicly traded company, the listing of the Shares on NASDAQ will be terminated and the Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the Exchange Act), resulting in the cessation of Playas reporting obligations with respect to the Shares.
Hyatts obligation to purchase Shares pursuant to the offer is subject to the satisfaction or waiver of various usual and customary conditions, as disclosed in Form 8-K announcing the signing of the purchase agreement and filed with the SEC on February 10, 2025 (Initial Form 8-K).
If, at any then-scheduled expiration time, any conditions of the offer have not been satisfied or waived by Hyatt, Hyatt must, subject to certain exceptions, extend the offer in consecutive periods of up to ten business days in order to permit the satisfaction of such conditions. If Hyatt determines at any then-scheduled expiration time that the conditions of the offer are not reasonably likely to be satisfied within a ten business day extension period, then Hyatt may choose to extend the offer for up to 20 business days instead. Hyatt is not required to extend the offer beyond October 9, 2025.
As it relates to unvested Playa equity awards outstanding, the purchase agreement provides for both cash settlement and Hyatt replacement awards to be issued for various employees. Details are disclosed in the Initial Form 8-K.
Description of the Transaction Financing and Disposition Adjustments
Transaction FinancingAs a result of the Transaction, we anticipate the need for approximately $2,700 million of debt financing (Transaction Financing). The timing and form of borrowings is expected to include a $1,700 million senior unsecured 3-year delayed draw term loan (the Delayed Draw Term Facility) and $1,000 million in senior unsecured notes (the Senior Notes). Hyatt has also secured commitments for a $2,700 million senior unsecured 364-day bridge loan facility (the Bridge Facility), which would be drawn, subject to conditions, in the event that the proceeds of the Delayed Draw Term Facility and the Senior Notes are less than $2,700 million.
The Delayed Draw Term Facility is expected, based on current market conditions, to have an interest rate of Secured Overnight Financing Rate (SOFR) plus 1.175%, payable at least quarterly. Net proceeds from any future asset sales, whether the acquired properties from Playa or existing Hyatt assets, must be used to repay the Delayed Draw Term Facility. Aggregate repayments, either voluntary or mandatory, must be at least $500 million in principal amount by the beginning of the third year of the facility.
We expect other terms to be comparable to our existing senior unsecured notes.
DispositionsHyatt and Playas historical consolidated financial statements as of and for the year ended December 31, 2024 include the effects of several dispositions. We adjusted for certain of these dispositions in the pro forma financial information (see Note 5).
HYATT HOTELS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the year ended December 31, 2024
(In millions of dollars, except share and per share amounts)
See accompanying Notes to pro forma financial information.
HYATT HOTELS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2024
(In millions of dollars)
See accompanying Notes to pro forma financial information.
HYATT HOTELS CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(Amounts in millions of dollars, except share and per share amounts)
(Unaudited)
1. | BASIS OF PRESENTATION |
We are currently in process of evaluating Playas accounting policies, and our review will be finalized following Transaction close or as more information becomes available. As a result of our review, additional differences could be identified between the accounting policies of the two companies. There have not been any material accounting policy differences identified as of the date of this filing between the two companies that require adjustment in the pro forma financial information. Adjustments have been made to eliminate transactions between Hyatt and Playa.
The pro forma financial information does not reflect any expected cost savings, operating synergies, or revenue enhancements that the combined company may achieve as a result of the Transaction or any integration costs that may be incurred. The pro forma financial information does not reflect any changes to Playas existing hotel management operations which may occur as of Transaction close. Hyatt remains committed to its asset-light business model, and we have received non-binding indications of interest from potential real estate buyers for Playas owned real estate portfolio and we are currently in negotiations with potential real estate buyers. Such negotiations remain ongoing, and there is no certainty that an agreement for a real estate transaction will be entered into. Therefore, the pro forma financial information does not reflect any future asset sales, which could have a material effect on the financial position and results of Hyatt. The pro forma financial information is provided for informational purposes only and is not necessarily indicative of results that would have occurred had the Transaction been completed as of the dates indicated. Furthermore, the pro forma financial information does not purport to be indicative of the future financial position or operating results of the combined operations.
2. | RECLASSIFICATION ADJUSTMENTS |
During the preparation of the pro forma financial information, we performed a preliminary review of Playas financial information to identify differences in financial statement presentation as compared to our presentation. Based on the information currently available, certain reclassifications have been made to Playas historical financial statements to conform to Hyatts presentation. Following the close of the Transaction, further review of Playas financial statements may result in additional reclassifications. These reclassifications could be materially different from the amounts set forth in the pro forma financial information presented herein.
The table below includes a preliminary reconciliation of Playas historical balance sheet to Hyatts presentation at December 31, 2024:
Playa Financial Statement Line |
Historical Playa |
Reclassification Adjustment |
Historical Playa Adjusted for Reclassifications |
Hyatt Financial Statement Line | ||||||||||
ASSETS |
||||||||||||||
Cash and cash equivalents |
$ | 189 | $ | | $ | 189 | Cash and cash equivalents | |||||||
Trade and other receivables, net |
67 | | 67 | Receivables, net | ||||||||||
Insurance recoverable |
15 | | 15 | Receivables, net | ||||||||||
Accounts receivable from related parties (a) |
2 | | 2 | Receivables, net | ||||||||||
Inventories |
17 | | 17 | Inventories | ||||||||||
Prepayments and other assets |
55 | (29 | ) | 26 | Prepaids and other assets | |||||||||
11 | 11 | Prepaid income taxes | ||||||||||||
6 | 6 | Operating lease right-of-use assets | ||||||||||||
12 | 12 | Other assets | ||||||||||||
Property and equipment, net |
1,374 | | 1,374 | Property and equipment, net | ||||||||||
Derivative financial assets |
2 | | 2 | Prepaids and other assets | ||||||||||
Goodwill, net |
61 | | 61 | Goodwill | ||||||||||
Other intangible assets |
2 | | 2 | Intangibles, net | ||||||||||
Deferred tax assets |
11 | | 11 | Deferred tax assets | ||||||||||
Assets held for sale |
28 | | 28 | Assets held for sale | ||||||||||
|
|
|
|
|
|
|||||||||
Total assets |
$ | 1,823 | $ | | $ | 1,823 | ||||||||
|
|
|
|
|
|
|||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||
Trade and other payables |
$ | 155 | $ | (132 | ) | $ | 23 | Accounts payable | ||||||
26 | 26 | Accrued compensation and benefits | ||||||||||||
35 | 35 | Accrued expenses and other current liabilities | ||||||||||||
71 | 71 | Current contract liabilities | ||||||||||||
Payables to related parties (a) |
6 | | 6 | Accounts payable | ||||||||||
Income tax payable |
15 | | 15 | Accrued expenses and other current liabilities | ||||||||||
Debt |
1,070 | (11 | ) | 1,059 | Long-term debt | |||||||||
11 | 11 | Current maturities of long-term debt | ||||||||||||
Derivative financial liabilities |
13 | | 13 | Accrued expenses and other current liabilities | ||||||||||
Other liabilities |
27 | (19 | ) | 8 | Other long-term liabilities | |||||||||
13 | 13 | Long-term contract liabilities | ||||||||||||
6 | 6 | Long-term operating lease liabilities | ||||||||||||
Deferred tax liabilities |
55 | | 55 | Other long-term liabilities | ||||||||||
|
|
|
|
|
|
|||||||||
Total liabilities |
1,341 | | 1,341 | |||||||||||
|
|
|
|
|
|
|||||||||
Shareholders equity |
||||||||||||||
Ordinary shares |
19 | | 19 | Common stock | ||||||||||
Treasury shares |
(400 | ) | | (400 | ) | Common stock | ||||||||
Paid-in capital |
1,217 | | 1,217 | Additional paid-in capital | ||||||||||
Accumulated other comprehensive (loss) income |
(9 | ) | | (9 | ) | Accumulated other comprehensive loss | ||||||||
Accumulated deficit |
(345 | ) | | (345 | ) | Retained earnings | ||||||||
|
|
|
|
|
|
|||||||||
Total shareholders equity |
482 | | 482 | Total stockholders equity | ||||||||||
|
|
|
|
|
|
|||||||||
Total liabilities and shareholders equity |
$ | 1,823 | $ | | $ | 1,823 | ||||||||
|
|
|
|
|
|
(a) | See Note 3(h) for historical related-party transactions between Hyatt and Playa eliminated in the pro forma financial information. No further adjustments were made for Playas historical related-party transactions. |
The table below includes a preliminary reconciliation of Playas historical income statement to Hyatts presentation for the year ended December 31, 2024:
Playa Financial Statement Line |
Historical Playa | Reclassification Adjustment |
Historical Playa Adjusted for Reclassifications |
Hyatt Financial Statement Line | ||||||||||||
Revenue |
||||||||||||||||
Package |
$ | 796 | $ | | $ | 796 | Owned and leased | |||||||||
Non-package |
119 | | 119 | Owned and leased | ||||||||||||
The Playa Collection |
6 | | 6 | Franchise and other fees | ||||||||||||
Management fees |
6 | (3 | ) | 3 | Base management fees | |||||||||||
3 | 3 | Incentive management fees | ||||||||||||||
Cost reimbursements |
10 | | 10 | Revenues for reimbursed costs | ||||||||||||
Other revenues |
2 | | 2 | Other revenues | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue |
939 | | 939 | |||||||||||||
Direct and selling, general and administrative expenses |
||||||||||||||||
Direct |
498 | 125 | (a) | 623 | Owned and leased | |||||||||||
Selling, general and administrative |
199 | (125 | )(a) | 74 | General and administrative | |||||||||||
Depreciation and amortization |
79 | | 79 | Depreciation and amortization | ||||||||||||
Reimbursed costs |
10 | | 10 | Reimbursed costs | ||||||||||||
Gain on sale of assets |
(18 | ) | | (18 | ) | Gains (losses) on sales of real estate and other | ||||||||||
Gain on insurance proceeds |
(3 | ) | | (3 | ) | Other income (loss), net | ||||||||||
|
|
|
|
|
|
|||||||||||
Direct and selling, general and administrative expenses |
765 | | 765 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Interest expense |
(89 | ) | | (89 | ) | Interest expense | ||||||||||
Loss on extinguishment of debt |
(1 | ) | | (1 | ) | Other income (loss), net | ||||||||||
Other (expense) income |
(2 | ) | | (2 | ) | Other income (loss), net | ||||||||||
|
|
|
|
|
|
|||||||||||
Net income before tax |
82 | | 82 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Income tax (provision) benefit |
(8 | ) | | (8 | ) | (Provision) benefit for income taxes | ||||||||||
|
|
|
|
|
|
|||||||||||
Net income |
$ | 74 | $ | | $ | 74 | ||||||||||
|
|
|
|
|
|
(a) | Reclassifies certain expenses related to owned hotels, including insurance expenses, sales and marketing expenses, rent expense, and credit card commissions. |
3. | TRANSACTION ACCOUNTING ADJUSTMENTS |
(a) | Preliminary Purchase Price Allocation |
Total Transaction consideration was estimated as follows:
Playa shares outstanding (1) |
122,988,198 | |||
Less: Playa shares held by Hyatt (1) |
(12,143,621 | ) | ||
|
|
|||
Total number of Playa shares to be offered |
110,844,577 | |||
Offer Consideration per share |
$ | 13.50 | ||
|
|
|||
Cash paid to Playa shareholders |
$ | 1,496 | ||
Cash paid to settle Playa share-based payment awards for terminating employees (2) |
12 | |||
Fair value of replaced Playa share-based payment awards attributable to pre-combination vesting (3) |
19 | |||
|
|
|||
Total Transaction consideration |
$ | 1,527 | ||
|
|
(1) | Represents shares at March 14, 2025 and assumes all issued and outstanding ordinary Playa shares are validly tendered and accepted in the Transaction. |
(2) | Terminating employees, as defined in the purchase agreement, are entitled to cash settlement of their share-based payment awards. The total payment is allocated between pre- and post-combination vesting. The value related to pre-combination vesting is included in the Transaction consideration. |
(3) | As defined in the purchase agreement, continuing awards of Playa that are issued and unvested will be replaced with Hyatt share-based payment awards. The total fair value of these awards is allocated between pre- and post-combination vesting. The fair value related to pre-combination vesting is included in the Transaction consideration. |
In accordance with Accounting Standards Codification (ASC) 805, Business Combinations, the Transaction will be accounted for using the acquisition method of accounting, with Hyatt as the acquirer and Playa as the acquiree. Hyatt estimated the fair value of Playas assets acquired and liabilities assumed using the fair value concepts defined in ASC 820, Fair Value Measurement. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of the Transaction consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The allocation of the aggregate Transaction consideration depends on certain estimates and assumptions, all of which are preliminary. Hyatt intends to finalize valuations upon completion of the Transaction and will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the Transaction close. The assets and liabilities of Playa have been measured based on various preliminary estimates using assumptions that Hyatt management believes are reasonable based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this pro forma financial information. Differences between these preliminary estimates and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates used to prepare the accompanying pro forma financial information and could have a material impact on the combined companys future results of operations and financial position.
The following table summarizes the preliminary fair value of the net assets to be acquired and the liabilities to be assumed:
Transaction consideration |
$ | 1,527 | ||
Fair value of Hyatts shares in Playa at Transaction close (1) |
164 | |||
|
|
|||
Total amount to be allocated |
$ | 1,691 | ||
|
|
|||
Property and equipment (Note 3(c)) |
$ | 2,116 | ||
Intangibles (Note 3(d)) |
457 | |||
Goodwill |
410 | |||
Other assets (3) |
374 | |||
|
|
|||
Total assets acquired |
$ | 3,357 | ||
|
|
|||
Debt (2) |
$ | 1,095 | ||
Other liabilities (3) |
571 | |||
|
|
|||
Total liabilities assumed |
$ | 1,666 | ||
|
|
|||
Total Playa net assets acquired |
$ | 1,691 | ||
|
|
(1) | Calculated using the number of Playa shares held by Hyatt at March 14, 2025, multiplied by $13.50 of Offer Consideration. |
(2) | Playas existing debt is expected to be legally assumed by Hyatt at Transaction close. However, we expect to immediately pay off the $1,078 million term loan (see Note 4). Debt assumed includes $17 million of Playas historical finance lease liabilities and excludes $25 million of deferred financing fees and discounts on the term loan, which were recorded on Playas historical balance sheet as a reduction to debt but are eliminated as a part of acquisition accounting. |
(3) | Certain Playa historical assets and liabilities were eliminated as a part of acquisition accounting. All other assets and liabilities were recorded at their carrying values, which approximate their fair values, in the pro forma balance sheet at December 31, 2024. |
The estimated goodwill is attributable to the growth opportunities we expect to realize by introducing the Playa hotel properties to our all-inclusive platform offerings, including our distribution and destination management services, as well as the Unlimited Vacation Club business that we manage. Goodwill is not expected to be tax deductible.
(b) | Cash and cash equivalents |
The adjustment to cash and cash equivalents on the pro forma balance sheet at December 31, 2024 consists of the following:
Cash paid to Playa shareholders (Note 3(a)) |
$ | (1,496 | ) | |
Cash paid to settle Playa share-based payment awards for terminating employees (Note 3(a) and Note 3(i)) |
(25 | ) | ||
|
|
|||
Pro forma adjustment |
$ | (1,521 | ) | |
|
|
(c) | Property and equipment, net |
The following table summarizes the estimated fair values, weighted-average useful lives, and depreciation expense, which was calculated for the year ended December 31, 2024 using the straight-line method, of the property and equipment acquired by Hyatt. The fair value was estimated using a market approach and market participant assumptions.
Fair value | Weighted- average useful life in years |
Depreciation expense |
||||||||||
Land |
$ | 721 | | $ | | |||||||
Buildings and improvements |
1,153 | 30 | 38 | |||||||||
Furniture, equipment, and computers |
178 | 4 | 45 | |||||||||
Construction in progress |
64 | | | |||||||||
|
|
|
|
|||||||||
Total acquired property and equipment |
$ | 2,116 | $ | 83 | ||||||||
Removal of Playas historical property and equipment and depreciation expense |
(1,374 | ) | (76 | ) | ||||||||
|
|
|
|
|||||||||
Pro forma adjustment |
$ | 742 | $ | 7 | ||||||||
|
|
|
|
These preliminary estimates of fair value and estimated weighted-average useful lives will likely differ once the Transaction is closed and the purchase price allocation is finalized. A 10% change in the fair value of property and equipment would increase or decrease depreciation expense on the pro forma income statement by approximately $8 million for the year ended December 31, 2024.
(d) | Intangibles, net |
The following table summarizes the estimated fair values, useful lives, and amortization expense, which was calculated for the year ended December 31, 2024 using the straight-line method, of the identifiable intangible assets acquired by Hyatt. The fair values were estimated based on available information as of date of this filing using discounted future cash flow models, which include revenue projections based on the expected contract terms and long-term growth rates.
Fair value | Useful lives in years |
Amortization expense |
||||||||||
Management agreement intangibles |
$ | 457 | 30 | $ | 15 | |||||||
|
|
|
|
|||||||||
Removal of Playas historical intangible assets and amortization expense |
(2 | ) | (3 | ) | ||||||||
|
|
|
|
|||||||||
Pro forma adjustment |
$ | 455 | $ | 12 | ||||||||
|
|
|
|
These preliminary estimates of fair value and estimated useful lives will likely differ once the Transaction is closed and the purchase price allocation is finalized. A 10% change in the fair value of intangible assets would increase or decrease amortization expense on the pro forma income statement by approximately $2 million for the year ended December 31, 2024.
(e) | Other assets |
The adjustment to other assets on the pro forma balance sheet at December 31, 2024 consists of the following:
Removal of Hyatts carrying value of Playa shares at December 31, 2024 |
$ | (154 | ) | |
Removal of Playas historical key money assets paid to obtain management contracts (1) |
(7 | ) | ||
Removal of Hyatts historical key money assets paid to Playa (2) |
(6 | ) | ||
Removal of Playas historical interest rate swap asset (3) |
(1 | ) | ||
|
|
|||
Pro forma adjustment |
$ | (168 | ) | |
|
|
(1) | Balance will be eliminated as a part of acquisition accounting. |
(2) | Represents consideration paid to Playa as a franchisee and customer under ASC 606, Revenue from Contracts with Customers. As this amount will no longer represent an asset with a third party, we wrote off the balance with an offsetting adjustment to contra revenue on the pro forma income statement. In the pro forma income statement, we also removed $1 million of Hyatts historical key money asset amortization recognized in contra revenue during the year ended December 31, 2024. |
(3) | Assumes interest rate swaps are terminated at Transaction close. |
(f) | Long-term contract liabilities |
The $13 million adjustment to long-term contract liabilities on the pro forma balance sheet at December 31, 2024 relates to Playas historical deferred revenue related to key money received that will be eliminated as a part of acquisition accounting.
(g) | Equity |
The adjustment to equity on the pro forma balance sheet at December 31, 2024 consists of the following:
Common stock | Additional paid-in capital |
Retained earnings |
Accumulated other comprehensive loss |
|||||||||||||
Removal of Playas historical equity |
$ | 381 | $ | (1,217 | ) | $ | 345 | $ | 9 | |||||||
Fair value of replaced Playa share-based payment awards (Note 3(a)) |
| 19 | | | ||||||||||||
Reversal of Hyatts deferred tax asset related to Playa shares held by Hyatt at Transaction close (Note 3(l)) |
| | 39 | | ||||||||||||
Realized gain on Playa shares held by Hyatt, net of $2 million of tax (Note 3(k)) |
| | 8 | | ||||||||||||
Removal of Hyatts historical key money assets paid to Playa, net of $1 million of tax (Note 3(e)) |
| | (5 | ) | | |||||||||||
Fair value of accelerated Playa share-based payment awards, net of $3 million of tax (Note 3(i)) |
| | (10 | ) | ||||||||||||
Transaction costs, net of $10 million of tax (Note 3(j)) |
| | (67 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro forma adjustment |
$ | 381 | $ | (1,198 | ) | $ | 310 | $ | 9 | |||||||
|
|
|
|
|
|
|
|
(h) | Franchise agreements between Hyatt and Playa |
During the year ended December 31, 2024, Playa paid Hyatt fees associated with the franchise agreements of Playa resorts operating under the Hyatt Ziva and Hyatt Zilara brands. The following table summarizes the adjustments to the pro forma financial information to eliminate this historical activity, which are intercompany transactions of the combined company.
Adjustments related to Hyatt: |
||||
Franchise and other fees |
$ | (17 | ) | |
|
|
|||
Revenues for reimbursed costs |
$ | (11 | ) | |
|
|
|||
Receivables, net |
$ | (4 | ) | |
|
|
|||
Adjustments related to Playa: |
||||
Owned and leased revenues |
$ | (8 | ) | |
|
|
|||
Owned and leased expenses |
$ | (35 | ) | |
|
|
|||
Accounts payable |
$ | (4 | ) | |
|
|
(i) | Share-based payments |
As described in the Initial Form 8-K, the purchase agreement provides for unvested outstanding Playa share-based payment awards to be either paid out in cash or replaced with Hyatt share-based payment awards. For both cash payments to terminating employees and replacement awards issued, the post-combination value was estimated based on the number of unvested awards that Playa employees are entitled to in accordance with the purchase agreement, the offer price of $13.50 per share, the original service period of the award, and the remaining required service period post-Transaction, if any. The fair value of the cash-settled awards associated with post-combination service, which is non-recurring, will be recognized immediately in general and administrative expenses at Transaction close, as Hyatt accelerated the vesting for these employees. The value of the replacement awards issued by Hyatt and associated with post-combination service will be recognized in general and administrative expenses over the remaining service period, which is between 1-3 years.
Compensation expense of replaced Playa share-based payment awards |
$ | 17 | ||
Compensation expense of cash settled Playa share-based payment awards |
13 | |||
|
|
|||
Pro forma adjustment |
$ | 30 | ||
|
|
(j) | Transaction costs |
We estimate $48 million of non-recurring transaction costs, including legal, financial advisory, and regulatory fees, that have been or will be incurred as part of the Transaction and are not yet reflected in the historical income statement. Additionally, we expect to incur and pay approximately $29 million in non-recurring termination fees related to existing Playa franchise agreements. These costs were included, net of $10 million of tax, in accrued expenses and other current liabilities on the pro forma balance sheet at December 31, 2024. No adjustment has been reflected in the pro forma income statement for transaction costs that Playa expects to incur as a part of the Transaction.
(k) | Other income (loss), net |
The adjustment to other income (loss), net consists of the following:
Removal of Hyatts historical unrealized gains on Playa shares |
$ | (49 | ) | |
|
|
|||
Fair value of Hyatts shares in Playa at Transaction close (Note 3(a)) |
$ | 164 | ||
Less: Carrying value of Hyatts shares in Playa at December 31, 2024 (Note 3(e)) |
(154 | ) | ||
|
|
|||
Realized gain on Playa shares held by Hyatt (1) |
$ | 10 | ||
|
|
|||
Pro forma adjustment |
$ | (39 | ) | |
|
|
(1) | Represents the remeasurement of our previously-held shares in Playa to fair value at Transaction close. The estimated gain is non-recurring and will not continue after Transaction close. |
(l) | Taxes |
An estimate of the income tax impacts were applied, as appropriate, to each transaction accounting, financing, and disposition adjustment. This estimate reflects an estimated statutory rate in the jurisdiction that each adjustment is expected to occur. Although not reflected in the pro forma financial information, the effective tax rate of the combined company could be different than Hyatts historical effective tax rate, either higher or lower, depending on various factors, including post-acquisition geographical mix of income.
We have recorded estimated deferred tax assets or liabilities from the preliminary purchase price allocation in Note 3(a). We have also adjusted the pro forma balance sheet to reflect the estimated tax impact as a result of removing Hyatts historical shares in Playa (see Note 3(g)). The purchase price allocation and related tax impacts are preliminary and have been made solely for the purpose of providing this pro forma financial information. Differences between these preliminary estimates and the final purchase accounting will occur, and the final purchase accounting could be materially different from the preliminary estimates.
The following table summarizes the transaction accounting adjustments to the pro forma financial information related to taxes. See Note 4 and Note 5 for tax impacts of the financing and disposition adjustments, respectively.
(Provision) benefit for income taxes |
$ | 72 | ||
|
|
|||
Deferred tax assets |
$ | 36 | ||
|
|
|||
Accrued expenses and other current liabilities |
$ | (13 | ) | |
|
|
|||
Other long-term liabilities |
$ | 315 | ||
|
|
4. | TRANSACTION FINANCING ADJUSTMENTS |
As described in Description of Transaction of the Transaction Financing and Other Adjustments, we intend to use the net proceeds from the Transaction Financing to (i) fund the Transaction consideration, (ii) pay off the existing Playa term loan, and (iii) pay transaction costs.
The adjustments to cash and cash equivalents and long-term debt on the pro forma balance sheet at December 31, 2024 consist of the following:
Net proceeds from Delayed Draw Term Loan (1) |
$ | 1,694 | ||
Net proceeds from Senior Notes (1) |
994 | |||
Pay-off of existing Playa term loan |
(1,078 | ) | ||
|
|
|||
Pro forma adjustment |
$ | 1,610 | ||
|
|
(1) | Proceeds from the Delayed Draw Term Loan and Senior Notes are each net of $6 million of estimated underwriting discounts and other offering expenses. |
The adjustment to interest expense on the pro forma income statement for the year ended December 31, 2024 consists of the following:
Interest expense on Delayed Draw Term Loan (1) |
$ | 99 | ||
Interest expense on Senior Notes (2) |
55 | |||
Financing fees incurred related to Bridge Facility |
11 | |||
Removal of Playas historical interest expense (3) |
(88 | ) | ||
|
|
|||
Pro forma adjustment |
$ | 77 | ||
|
|
(1) | Calculated using an interest rate of 5.5%, which is estimated as SOFR plus 1.175%, and includes amortization of deferred financing fees, which are recognized using the effective interest rate method. |
(2) | Calculated using an assumed blended interest rate of 5.5%, which is estimated based on existing market conditions, and includes amortization of deferred financing fees, which are recognized using the effective interest rate method. |
(3) | Includes amortization of discounts and debt issuance costs and excludes $1 million related to finance lease obligations. |
A 1/8% change in the interest rates would increase or decrease interest expense on the pro forma income statement by $18 million for the year ended December 31, 2024. The interest rates assumed for the pro forma financial information could be significantly different than actual interest rates on any debt issued to finance the transaction based on market rates and other factors at that time.
Additionally, we removed Playas historical $1 million loss on extinguishment of debt related to the repricing of the term loan in the second quarter of 2024, which is included in other income (loss), net on the pro forma income statement for the year ended December 31, 2024, as we will not assume this debt as part of the Transaction.
Finally, we recognized a $19 million benefit for income taxes on the pro forma income statement for the year ended December 31, 2024 to adjust for the tax impacts of the Transaction Financing.
5. | DISPOSITION ADJUSTMENTS |
During the year ended December 31, 2024, Hyatt completed the dispositions of Hyatt Regency OHare Chicago, Hyatt Regency Orlando, Park Hyatt Zurich, Hyatt Regency San Antonio Riverwalk, Hyatt Regency Green Bay, and Hyatt Regency Aruba Resort Spa and Casino, and Playa completed the disposition of Jewel Palm Beach. During the first quarter of 2025, Playa sold Jewel Paradise Cove. In conjunction with Hyatts dispositions, we entered into long-term management or franchise agreements.
The following table summarizes the adjustments in the pro forma income statement for the year ended December 31, 2024 related to these dispositions. Certain impacts as a result of the dispositions, including the impacts of seller financing, if applicable, were excluded due to insignificance.
Hyatt Dispositions |
Playa Dispositions |
Pro forma adjustment |
||||||||||
Base management fees |
$ | 12 | $ | | $ | 12 | ||||||
|
|
|
|
|
|
|||||||
Incentive management fees |
$ | 1 | $ | | $ | 1 | ||||||
|
|
|
|
|
|
|||||||
Franchise and other fees |
$ | 1 | $ | | $ | 1 | ||||||
|
|
|
|
|
|
|||||||
Owned and leased revenues |
$ | (259 | ) | $ | (35 | ) | $ | (294 | ) | |||
|
|
|
|
|
|
|||||||
Owned and leased expenses |
$ | (181 | ) | $ | (39 | ) | $ | (220 | ) | |||
|
|
|
|
|
|
|||||||
Depreciation and amortization |
$ | (35 | ) | $ | (3 | ) | $ | (38 | ) | |||
|
|
|
|
|
|
|||||||
(Gains) losses on sales of real estate and other |
$ | (1,034 | ) | $ | (18 | ) | $ | (1,052 | ) | |||
|
|
|
|
|
|
|||||||
Asset impairments |
$ | 27 | $ | | $ | 27 | ||||||
|
|
|
|
|
|
|||||||
(Provision) benefit for income taxes |
$ | 214 | $ | | $ | 214 | ||||||
|
|
|
|
|
|
Jewel Paradise Cove was classified as held for sale on Playas historical balance sheet at December 31, 2024. As this property will not be part of the Transaction, we removed $28 million from assets held for sale with a corresponding increase to cash and cash equivalents on the pro forma balance sheet. As all other properties had been sold at December 31, 2024, no additional adjustments were made to the pro forma balance sheet for disposition activity.