UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Offering of the Notes
On July 6, 2023, Hyatt Hotels Corporation (the “Company”) issued and sold $600,000,000 of its 5.750% Senior Notes due 2027 (the “Notes”) in a public offering (the “Offering”) pursuant to an effective Registration Statement on Form S-3 (Registration No. 333-249931) (the “Registration Statement”). The Company received net proceeds from the Offering of approximately $596.5 million, after deducting underwriters’ discounts and estimated offering expenses payable by the Company.
The Company intends to use the net proceeds from the Offering, together with cash on hand, to repay all of the 1.300% notes due 2023 at or prior to their maturity on October 1, 2023. The Company will use any remaining net proceeds for general corporate purposes the Company may deem necessary or advisable, and to pay fees and expenses related to the Offering.
Indenture
The Notes were issued pursuant to an indenture, dated August 14, 2009 (the “Original Indenture”), as supplemented by a second supplemental indenture, dated August 4, 2011 (the “Second Supplemental Indenture”), a fourth supplemental indenture, dated May 10, 2013 (the “Fourth Supplemental Indenture”), and a twelfth supplemental indenture, dated July 6, 2023 (the “Twelfth Supplemental Indenture” and, together with the Original Indenture, the Second Supplemental Indenture and the Fourth Supplemental Indenture, the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a thirteenth supplemental indenture, dated July 6, 2023 (the “Thirteenth Supplemental Indenture”), between the Company and the Trustee, setting forth the terms of the Notes.
The Original Indenture was included as Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (No. 333-161068), filed on September 9, 2009, and is incorporated herein by reference. The Second Supplemental Indenture was included as Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (No. 333-176038), filed on August 4, 2011, and is incorporated herein by reference. The Fourth Supplemental Indenture was included as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 001-34521) filed on May 10, 2013, and is incorporated herein by reference.
The Twelfth Supplemental Indenture, the Thirteenth Supplemental Indenture and the form of the Notes are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference. The Twelfth Supplemental Indenture, the Thirteenth Supplemental Indenture and the form of the Notes are also filed with reference to, and are hereby incorporated by reference in, the Registration Statement.
Terms of the Notes
Interest and Maturity. The Notes will bear interest at a rate of 5.750% per annum, which will be payable, in each case, semi-annually on January 30 and July 30 of each year, beginning on January 30, 2024. The interest rate payable on the Notes will be subject to adjustment based on certain rating events as set forth in the Indenture. The Notes will mature on January 30, 2027.
Redemption. At any time prior to December 30, 2026, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest plus a “make-whole” amount calculated at the applicable Treasury Rate, plus 25 basis points.
Change of Control. In the event of a Change of Control Triggering Event (as defined in the Indenture), the holders of the Notes may require the Company to purchase for cash all or a portion of the holders’ Notes at a purchase price equal to 101% of the principal amount of the Notes purchased plus accrued and unpaid interest, if any.
Covenants. The Indenture does not limit the ability of the Company or its subsidiaries to issue or incur other debt or issue preferred stock. Subject to certain important exceptions, the Indenture contains covenants that, among other things, limit the Company’s ability and the ability of certain of the Company’s subsidiaries to create liens on principal property, enter into sale and leaseback transactions with respect to principal property and enter into mergers or consolidations or transfer all or substantially all of the Company’s assets.
Ranking. The Notes rank equal in right of payment with all of the Company’s other existing and future unsecured unsubordinated indebtedness, senior in right of payment to all of the Company’s future subordinated indebtedness and effectively subordinated in right of payment to all of the Company’s existing and future secured obligations to the extent of the value of the assets securing such
obligations. The Notes are not obligations of, nor are they guaranteed by, any of the Company’s subsidiaries. As a result, the Notes are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of the Company’s subsidiaries.
The descriptions of the Indenture and the Notes herein are summaries and are qualified in their entirety by the terms of the Indenture and the Notes.
| Item 8.01. | Other Events. |
Underwriting Agreement
The Notes were sold pursuant to an Underwriting Agreement, dated as of June 26, 2023 (the “Underwriting Agreement”), by and among the Company and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Underwriting Agreement sets forth the terms and conditions pursuant to which the Company agreed to sell the Notes to the underwriters and the underwriters agreed to purchase the Notes from the Company for resale to the public in the Offering.
The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
Legal Opinion Letter
In connection with the Offering, a legal opinion letter of Latham & Watkins LLP regarding the validity of the Notes is attached as Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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: July 6, 2023 | By: | /s/ Joan Bottarini | ||||
| Name: | Joan Bottarini | |||||
| Title: | Executive Vice President, Chief Financial Officer | |||||