Hyatt Hotels Corp 8-K/A, filed Aug 27, 2025
Hyatt Hotels Corp (H)
About this 8-K/A
Hyatt Hotels Corp filed this 8-K/A on August 27, 2025, reporting on events of June 11, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
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(Amendment No. 1)
CURRENT REPORT
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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.
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 | ||
Exhibit 99.1
HYATT HOTELS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On June 17, 2025, Hyatt Hotels Corporation ("Hyatt") completed a tender offer process to purchase all of the issued and outstanding ordinary shares of Playa Hotels & Resorts N.V. ("Playa") at a cash price of $13.50 per share (the "Offer Consideration" and such acquisition, the "Playa Acquisition").
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 income statement," "pro forma balance sheet," 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.
Description of the Transactions
Playa Acquisition—Immediately prior to the acquisition date, Hyatt was the beneficial owner of 9.9% of Playa's outstanding shares. On June 11, 2025, the acquisition date, Hyatt paid cash of $1,497 million, obtained control over a majority of the outstanding shares, and repaid Playa's existing term loan for approximately $1,078 million, inclusive of $3 million of accrued interest. All remaining shares were acquired from June 12, 2025 to June 17, 2025. On June 17, 2025, we completed the Playa Acquisition. We accounted for the transaction as a business combination. The Playa Acquisition primarily consisted of 15 owned all-inclusive resorts across Mexico, the Dominican Republic, and Jamaica (the "Playa Portfolio").
Upon acquisition, each unvested restricted share and restricted stock unit award held by non-executive directors of Playa and certain terminating employees (collectively, the "Terminating Employees") became fully vested and was automatically converted into the right to receive cash, equal to the Offer Consideration multiplied by the total number of unvested ordinary shares as of immediately prior to the closing of the Playa Acquisition. Additionally, we assumed outstanding unvested restricted shares and restricted stock unit awards (the "Continuing Awards") that were previously granted to continuing employees under the Playa Hotels N.V. 2017 Omnibus Incentive Plan (the "Playa Plan") and converted each award into time-vested restricted stock units ("RSUs").
Transaction Financing—As a result of the Playa Acquisition, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility and borrowed $1,700 million (the "DDTL Loans"). We received approximately $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Acquisition, repay certain indebtedness of Playa and its subsidiaries, and pay related fees and expenses. The DDTL Loans mature in 2028 and bear interest, at our option, at a base rate plus a range of 0.000% to 0.425% per annum, depending on our debt ratings, or Term Secured Overnight Financing Rate ("SOFR") plus a range of 0.815% to 1.425% per annum, depending on our debt ratings. Pursuant to the terms of the credit agreement, the occurrence of certain events triggers mandatory prepayment of the DDTL Loans. We will use the proceeds from our probable disposition of the Playa Portfolio to repay the DDTL Loans upon sale.
We also issued $500 million of 5.050% senior notes due 2028 at an issue price of 99.905% (the "2028 Notes") and $500 million of 5.750% senior notes due 2032 at an issue price of 99.936% (the "2032 Notes") (collectively, the "Senior Notes"). We received approximately $990 million of net proceeds from the sale, after deducting $10 million of underwriting discounts and other offering expenses. We used the net proceeds from the issuance to fund a portion of the purchase consideration for the Playa Acquisition. Interest is payable semi-annually on March 30 and September 30 of each year, beginning on September 30, 2025.
The DDTL Loans and Senior Notes are collectively referred to as the "Transaction Financing."
Dispositions—Hyatt and Playa's historical consolidated income statements for the six months ended June 30, 2025 and the year ended December 31, 2024 include the effects of several dispositions. We adjusted for these dispositions in the pro forma financial information, as discussed further in the notes to the pro forma financial information.
Probable Disposition—On June 29, 2025, we entered into a definitive agreement with an unrelated third party to sell the entirety of the Playa Portfolio for $2,000 million, inclusive of a $200 million preferred equity investment in the third-party entity that will own the properties, and up to an additional $143 million of contingent consideration, if certain operating thresholds are met. Upon sale of the Playa Portfolio, we will enter into long-term management agreements with the prospective buyer for 13 of the 15 properties, the terms of which have been agreed-upon. The sale is expected to close by the end of 2025 and is subject to regulatory approval in Mexico and other customary closing conditions. Although this is being reflected in the pro forma financial information as a probable disposition, no assurance can be given that the sale will be completed. The assets and liabilities associated with the Playa Portfolio were classified as held for sale on our historical unaudited condensed consolidated balance sheet at June 30, 2025. As described above, we will use the proceeds from the Probable Disposition to repay the DDTL Loans upon sale.
The Company presented the Playa Acquisition, Transaction Financing, and Dispositions in unaudited pro forma condensed combined financial information filed with the Securities Exchange Commission ("SEC") on March 17, 2025. The Probable Disposition, combined with each of the above transactions, are collectively referred herein as the "Transactions."
The unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with:
| · | the historical audited consolidated financial statements of Hyatt as of and for the fiscal year ended December 31, 2024, and the related notes, included in Hyatt's Annual Report on Form 10-K; |
| · | the historical unaudited condensed consolidated financial statements of Hyatt as of and for the six months ended June 30, 2025, and the related notes, included in Hyatt's Quarterly Report on Form 10-Q; |
| · | the historical audited consolidated financial statements of Playa as of and for the fiscal year ended December 31, 2024, and the related notes, included in Hyatt's Current Report on Form 8-K filed on March 17, 2025; and |
| · | the historical unaudited condensed consolidated financial statements of Playa as of and for the three months ended March 31, 2025, and the related notes, included in Hyatt's Current Report on Form 8-K/A on August 27, 2025. |
The pro forma financial information has been prepared in accordance with Article 11 of 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.
HYATT HOTELS CORPORATION AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the six months ended June 30, 2025
(In millions of dollars, except share and per share amounts)
| Historical Hyatt (1) |
Historical Playa Adjusted for Reclassifications (Note 2) (1) |
Transaction Accounting Adjustments (Note 3) |
Financing Adjustments (Note 4) |
Disposition Adjustments (Note 5) |
Probable Disposition Adjustments (Note 6) |
Pro Forma Combined |
|||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||||||||
| Base management fees | $ | 227 | $ | 1 | $ | — | $ | — | $ | — | $ | 13 | (d) | $ | 241 | ||||||||||||||
| Incentive management fees | 138 | 1 | — | — | — | 20 | (d) | 159 | |||||||||||||||||||||
| Franchise and other fees | 243 | 2 | (9 | ) | (a) | — | — | — | 236 | ||||||||||||||||||||
| Gross fees | 608 | 4 | (9 | ) | — | — | 33 | 636 | |||||||||||||||||||||
| Contra revenue | (35 | ) | (8 | ) | — | — | 8 | — | (35 | ) | |||||||||||||||||||
| Net fees | 573 | (4 | ) | (9 | ) | — | 8 | 33 | 601 | ||||||||||||||||||||
| Owned and leased | 523 | 436 | — | — | (2 | ) | (481 | ) | (a) | 476 | |||||||||||||||||||
| Distribution | 577 | — | — | — | — | — | 577 | ||||||||||||||||||||||
| Other revenues | 22 | 1 | — | — | — | — | 23 | ||||||||||||||||||||||
| Revenues for reimbursed costs | 1,831 | 4 | (6 | ) | (a) | — | — | 18 | (a)(d) | 1,847 | |||||||||||||||||||
| Total revenues | 3,526 | 437 | (15 | ) | — | 6 | (430 | ) | 3,524 | ||||||||||||||||||||
| DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES: | |||||||||||||||||||||||||||||
| General and administrative | 278 | 14 | — | — | — | — | 292 | ||||||||||||||||||||||
| Owned and leased | 440 | 280 | (9 | ) | (a) | — | (2 | ) | (301 | ) | (a) | 408 | |||||||||||||||||
| Distribution | 485 | 1 | — | — | — | — | 486 | ||||||||||||||||||||||
| Other direct costs | 44 | — | — | — | — | — | 44 | ||||||||||||||||||||||
| Transaction and integration costs | 105 | 78 | — | — | — | (22 | ) | (a) | 161 | ||||||||||||||||||||
| Depreciation and amortization | 162 | 34 | — | — | — | (34 | ) | (a) | 162 | ||||||||||||||||||||
| Reimbursed costs | 1,851 | 5 | (6 | ) | (a) | — | (2 | ) | 18 | (a)(d) | 1,866 | ||||||||||||||||||
| Total direct and general and administrative expenses | 3,365 | 412 | (15 | ) | — | (4 | ) | (339 | ) | 3,419 | |||||||||||||||||||
| Net gains (losses) and interest income from marketable securities held to fund rabbi trusts | 19 | — | — | — | — | — | 19 | ||||||||||||||||||||||
| Equity earnings (losses) from unconsolidated hospitality ventures | (6 | ) | — | — | — | — | — | (6 | ) | ||||||||||||||||||||
| Interest expense | (140 | ) | (37 | ) | — | (10 | ) | — | 44 | (a)(c) | (143 | ) | |||||||||||||||||
| Losses on sales of real estate and other | (2 | ) | — | — | — | — | — | (2 | ) | ||||||||||||||||||||
| Asset impairments | (14 | ) | — | — | — | — | — | (14 | ) | ||||||||||||||||||||
| Other income (loss), net | 72 | — | (10 | ) | (d) | — | — | 19 | (b) | 81 | |||||||||||||||||||
| Income before income taxes | 90 | (12 | ) | (10 | ) | (10 | ) | 10 | (28 | ) | 40 | ||||||||||||||||||
| Benefit (provision) for income taxes | (70 | ) | 4 | (10 | ) | (e) | 3 | 1 | (21 | ) | (e) | (93 | ) | ||||||||||||||||
| Net income (loss) | 20 | (8 | ) | (20 | ) | (7 | ) | 11 | (49 | ) | (53 | ) | |||||||||||||||||
| Net income attributable to noncontrolling interests | 3 | — | — | — | — | — | 3 | ||||||||||||||||||||||
| Net income (loss) attributable to Hyatt Hotels Corporation | $ | 17 | $ | (8 | ) | $ | (20 | ) | $ | (7 | ) | $ | 11 | $ | (49 | ) | $ | (56 | ) | ||||||||||
| EARNINGS PER CLASS A AND CLASS B SHARE: | |||||||||||||||||||||||||||||
| Net income (loss) attributable to Hyatt Hotels Corporation—Basic | $ | 0.17 | $ | (0.62 | ) | ||||||||||||||||||||||||
| Net income (loss) attributable to Hyatt Hotels Corporation—Diluted | $ | 0.17 | $ | (0.62 | ) | ||||||||||||||||||||||||
| Basic weighted-average shares outstanding | 95,781,125 | 95,781,125 | |||||||||||||||||||||||||||
| Diluted weighted-average shares outstanding | 97,738,731 | 95,781,125 | |||||||||||||||||||||||||||
(1) Hyatt's historical results include Playa's consolidated results from the acquisition date through June 30, 2025. Playa's historical results include the period from January 1, 2025 through the acquisition date.
See accompanying Notes to pro forma financial information.
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)
| Historical Hyatt |
Historical
Playa Adjusted for Reclassifications (Note 2) |
Transaction Accounting Adjustments (Note 3) |
Financing Adjustments (Note 4) |
Disposition Adjustments (Note 5) |
Probable Disposition Adjustments (Note 6) |
Pro Forma Combined |
||||||||||||||||||||||
| REVENUES: | ||||||||||||||||||||||||||||
| Base management fees | $ | 399 | $ | 3 | $ | — | $ | — | $ | 1 | $ | 25 | (d) | $ | 428 | |||||||||||||
| Incentive management fees | 242 | 3 | — | — | — | 34 | (d) | 279 | ||||||||||||||||||||
| Franchise and other fees | 458 | 6 | (17 | ) | (a) | — | 1 | — | 448 | |||||||||||||||||||
| Gross fees | 1,099 | 12 | (17 | ) | — | 2 | 59 | 1,155 | ||||||||||||||||||||
| Contra revenue | (69 | ) | — | — | — | — | — | (69 | ) | |||||||||||||||||||
| Net fees | 1,030 | 12 | (17 | ) | — | 2 | 59 | 1,086 | ||||||||||||||||||||
| Owned and leased | 1,174 | 915 | — | — | (294 | ) | (880 | ) | (a) | 915 | ||||||||||||||||||
| Distribution | 1,023 | — | — | — | — | — | 1,023 | |||||||||||||||||||||
| Other revenues | 69 | 2 | — | — | — | — | 71 | |||||||||||||||||||||
| Revenues for reimbursed costs | 3,352 | 10 | (11 | ) | (a) | — | 84 | 33 | (a)(d) | 3,468 | ||||||||||||||||||
| Total revenues | 6,648 | 939 | (28 | ) | — | (208 | ) | (788 | ) | 6,563 | ||||||||||||||||||
| DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES: | ||||||||||||||||||||||||||||
| General and administrative | 548 | 26 | 1 | (b) | — | — | — | 575 | ||||||||||||||||||||
| Owned and leased | 925 | 641 | (13 | ) | (a)(b) | — | (215 | ) | (594 | ) | (a) | 744 | ||||||||||||||||
| Distribution | 875 | 2 | — | — | — | — | 877 | |||||||||||||||||||||
| Other direct costs | 94 | — | — | — | — | — | 94 | |||||||||||||||||||||
| Transaction and integration costs | 42 | 25 | 4 | (b) | — | — | — | 71 | ||||||||||||||||||||
| Depreciation and amortization | 333 | 79 | — | — | (38 | ) | (73 | ) | (a) | 301 | ||||||||||||||||||
| Reimbursed costs | 3,457 | 10 | (11 | ) | (a) | — | 84 | 33 | (a)(d) | 3,573 | ||||||||||||||||||
| Total direct and general and administrative expenses | 6,274 | 783 | (19 | ) | — | (169 | ) | (634 | ) | 6,235 | ||||||||||||||||||
| Net gains (losses) and interest income from marketable securities held to fund rabbi trusts | 49 | — | — | — | — | — | 49 | |||||||||||||||||||||
| Equity earnings (losses) from unconsolidated hospitality ventures | 31 | — | — | — | — | — | 31 | |||||||||||||||||||||
| Interest expense | (180 | ) | (89 | ) | — | (76 | ) | — | 92 | (a)(c) | (253 | ) | ||||||||||||||||
| Gains (losses) on sales of real estate and other | 1,245 | 18 | — | — | (1,052 | ) | — | 211 | ||||||||||||||||||||
| Asset impairments | (213 | ) | — | — | — | 27 | — | (186 | ) | |||||||||||||||||||
| Other income (loss), net | 257 | (3 | ) | (39 | ) | (d) | 1 | — | 37 | (b) | 253 | |||||||||||||||||
| Income before income taxes | 1,563 | 82 | (48 | ) | (75 | ) | (1,064 | ) | (25 | ) | 433 | |||||||||||||||||
| Benefit (provision) for income taxes | (267 | ) | (8 | ) | 23 | (e) | 18 | 215 | (43 | ) | (e) | (62 | ) | |||||||||||||||
| Net income | 1,296 | 74 | (25 | ) | (57 | ) | (849 | ) | (68 | ) | 371 | |||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | — | — | — | — | — | |||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation | $ | 1,296 | $ | 74 | $ | (25 | ) | $ | (57 | ) | $ | (849 | ) | $ | (68 | ) | $ | 371 | ||||||||||
| EARNINGS PER CLASS A AND CLASS B SHARE: | ||||||||||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation—Basic | $ | 12.99 | $ | 3.73 | ||||||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation—Diluted | $ | 12.65 | $ | 3.64 | ||||||||||||||||||||||||
| Basic weighted-average shares outstanding | 99,791,270 | 99,791,270 | ||||||||||||||||||||||||||
| Diluted weighted-average shares outstanding | 102,424,100 | 102,424,100 | ||||||||||||||||||||||||||
See accompanying Notes to pro forma financial information.
HYATT HOTELS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As
of June 30, 2025
(In millions of dollars)
| Historical Hyatt | Probable Disposition Adjustments (Note 6) | Pro Forma Combined | |||||||||||
| ASSETS | |||||||||||||
| CURRENT ASSETS: | |||||||||||||
| Cash and cash equivalents | $ | 846 | $ | (48 | ) | (b)(c) | $ | 798 | |||||
| Restricted cash | 1 | — | 1 | ||||||||||
| Short-term investments | 66 | — | 66 | ||||||||||
| Receivables, net | 982 | 11 | (b) | 993 | |||||||||
| Inventories | 9 | — | 9 | ||||||||||
| Prepaids and other assets | 182 | — | 182 | ||||||||||
| Prepaid income taxes | 95 | — | 95 | ||||||||||
| Current assets held for sale | 138 | (138 | ) | (b) | — | ||||||||
| Total current assets | 2,319 | (175 | ) | 2,144 | |||||||||
| Equity method investments | 221 | — | 221 | ||||||||||
| Property and equipment, net | 1,729 | — | 1,729 | ||||||||||
| Financing receivables, net | 438 | — | 438 | ||||||||||
| Operating lease right-of-use assets | 344 | — | 344 | ||||||||||
| Goodwill | 3,450 | — | 3,450 | ||||||||||
| Intangibles, net | 2,314 | — | 2,314 | ||||||||||
| Deferred tax assets | 497 | (1 | ) | (e) | 496 | ||||||||
| Other assets | 2,816 | 124 | (b) | 2,940 | |||||||||
| Long-term assets held for sale | 1,779 | (1,779 | ) | (b) | — | ||||||||
| TOTAL ASSETS | $ | 15,907 | $ | (1,831 | ) | $ | 14,076 | ||||||
| LIABILITIES AND EQUITY | |||||||||||||
| CURRENT LIABILITIES: | |||||||||||||
| Current maturities of long-term debt | $ | 407 | $ | — | $ | 407 | |||||||
| Accounts payable | 476 | — | 476 | ||||||||||
| Accrued expenses and other current liabilities | 625 | (6 | ) | (c)(e) | 619 | ||||||||
| Current contract liabilities | 1,451 | — | 1,451 | ||||||||||
| Accrued compensation and benefits | 191 | — | 191 | ||||||||||
| Current operating lease liabilities | 35 | — | 35 | ||||||||||
| Current liabilities held for sale | 109 | (109 | ) | (b) | — | ||||||||
| Total current liabilities | 3,294 | (115 | ) | 3,179 | |||||||||
| Long-term debt | 5,627 | (1,694 | ) | (c) | 3,933 | ||||||||
| Long-term contract liabilities | 898 | — | 898 | ||||||||||
| Long-term operating lease liabilities | 256 | — | 256 | ||||||||||
| Other long-term liabilities | 1,912 | 17 | (b) | 1,929 | |||||||||
| Long-term liabilities held for sale | 33 | (33 | ) | (b) | — | ||||||||
| Total liabilities | 12,020 | (1,825 | ) | 10,195 | |||||||||
| EQUITY: | |||||||||||||
| Preferred stock | — | — | — | ||||||||||
| Common stock | 1 | — | 1 | ||||||||||
| Additional paid-in capital | 27 | — | 27 | ||||||||||
| Retained earnings | 3,667 | (6 | ) | (c) | 3,661 | ||||||||
| Accumulated other comprehensive loss | (134 | ) | — | (134 | ) | ||||||||
| Total stockholders' equity | 3,561 | (6 | ) | 3,555 | |||||||||
| Noncontrolling interests | 326 | — | 326 | ||||||||||
| Total equity | 3,887 | (6 | ) | 3,881 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 15,907 | $ | (1,831 | ) | $ | 14,076 | ||||||
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 |
The unaudited condensed combined pro forma financial information presents the pro forma effects of the Transactions for the respective periods based on available information and certain assumptions that we believe are reasonable and supportable.
In accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, the Playa Acquisition was accounted for using the acquisition method of accounting, with Hyatt as the acquirer and Playa as the acquiree. Refer to our historical unaudited condensed consolidated financial statements as of and for the fiscal quarter ended June 30, 2025, and the related notes, included in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 for significant assumptions and valuation methods used to estimate the fair value of the assets acquired and liabilities assumed, which are reflected on the pro forma balance sheet at June 30, 2025. These estimates are preliminary and based on available information as of the acquisition date. We will continue to evaluate the underlying inputs and assumptions used in our valuation of assets acquired and liabilities assumed. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition.
We are currently in process of evaluating Playa's accounting policies, and our review will be finalized during the measurement period, which is up to one year from the date of acquisition, 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 balance sheet at June 30, 2025 gives effect to the Probable Disposition, including the repayment of the DDTL Loans, as if the disposition had been consummated on June 30, 2025. No adjustments related to the Playa Acquisition, Transaction Financing, or Dispositions are necessary as these are already reflected in our consolidated balance sheet at June 30, 2025.
The pro forma income statements for the six months ended June 30, 2025 and the year ended December 31, 2024 give effect to each of the Transactions as if they had occurred on January 1, 2024.
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 Transactions or any integration costs that may be incurred.
The pro forma financial information is provided for informational purposes only and is not necessarily indicative of results that would have occurred had the Transactions 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. Differences between these preliminary estimates and the final acquisition and disposition accounting may arise and these differences could have a material impact on our future results of operations and financial position.
| 2. | RECLASSIFICATION ADJUSTMENTS |
Certain reclassifications have been made to Playa's historical income statements to conform to Hyatt's presentation. The tables below include a reconciliation of Playa's historical income statement to Hyatt's presentation:
| For the period from January 1, 2025 to June 10, 2025 | |||||||||||||||
| Playa Financial Statement Line | Historical Playa | Reclassification Adjustment |
Historical Playa Adjusted for Reclassifications | Hyatt Financial Statement Line | |||||||||||
| Revenue | |||||||||||||||
| Package | $ | 378 | $ | — | $ | 378 | Owned and leased revenues | ||||||||
| Non-package | 58 | — | 58 | Owned and leased revenues | |||||||||||
| The Playa Collection | 2 | — | 2 | Franchise and other fee revenues | |||||||||||
| Management fees | (6 | ) | 7 | 1 | Base management fee revenues | ||||||||||
| 1 | 1 | Incentive management fee revenues | |||||||||||||
| (8 | ) | (8 | ) | Contra revenue | |||||||||||
| Cost reimbursements | 4 | — | 4 | Revenues for reimbursed costs | |||||||||||
| Other revenues | 1 | — | 1 | Other revenues | |||||||||||
| Total revenue | 437 | — | 437 | ||||||||||||
| Direct and selling, general and administrative expenses | |||||||||||||||
| Direct | 219 | (1 | ) | 218 | Owned and leased expenses | ||||||||||
| 1 | 1 | Distribution expenses | |||||||||||||
| Selling, general and administrative | 154 | (140 | ) | 14 | General and administrative expenses | ||||||||||
| 78 | (a) | 78 | Transaction and integration costs | ||||||||||||
| 62 | (b) | 62 | Owned and leased expenses | ||||||||||||
| Depreciation and amortization | 34 | — | 34 | Depreciation and amortization expenses | |||||||||||
| Reimbursed costs | 5 | — | 5 | Reimbursed costs | |||||||||||
| Direct and selling, general and administrative expenses | 412 | — | 412 | ||||||||||||
| Interest expense | (37 | ) | — | (37 | ) | Interest expense | |||||||||
| Net income (loss) before tax | (12 | ) | — | (12 | ) | ||||||||||
| Income tax provision | 4 | — | 4 | Benefit (provision) for income taxes | |||||||||||
| Net income (loss) | $ | (8 | ) | $ | — | $ | (8 | ) | |||||||
(a) Reclassifies costs primarily related to legal and financial advisory fees and termination fees related to franchise agreements.
(b) Reclassifies certain expenses related to owned hotels, including insurance expenses, sales and marketing expenses, rent expense, and credit card commissions.
| 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 revenues | ||||||||
| Non-package | 119 | — | 119 | Owned and leased revenues | |||||||||||
| The Playa Collection | 6 | — | 6 | Franchise and other fee revenues | |||||||||||
| Management fees | 6 | (3 | ) | 3 | Base management fee revenues | ||||||||||
| 3 | 3 | Incentive management fee revenues | |||||||||||||
| 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 | (2 | ) | 496 | Owned and leased expenses | ||||||||||
| 2 | 2 | Distribution expenses | |||||||||||||
| Selling, general and administrative | 199 | (173 | ) | 26 | General and administrative expenses | ||||||||||
| 25 | (a) | 25 | Transaction and integration costs | ||||||||||||
| 148 | (b) | 148 | Owned and leased expenses | ||||||||||||
| Depreciation and amortization | 79 | — | 79 | Depreciation and amortization expenses | |||||||||||
| 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 | ) | Owned and leased expenses | |||||||||
| 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 | ) | Benefit (provision) for income taxes | |||||||||
| Net income | $ | 74 | $ | — | $ | 74 | |||||||||
(a) Reclassifies certain expenses related to the Playa acquisition and the related integration.
(b) 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) | Franchise agreements between Hyatt and Playa |
During the six months ended June 30, 2025 and 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.
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||
| Adjustments related to Hyatt: | ||||||||
| Franchise and other fee revenues | $ | (9 | ) | $ | (17 | ) | ||
| Revenues for reimbursed costs | $ | (6 | ) | $ | (11 | ) | ||
| Adjustments related to Playa: | ||||||||
| Owned and leased expenses | $ | (9 | ) | $ | (17 | ) | ||
| Reimbursed costs | $ | (6 | ) | $ | (11 | ) | ||
| (b) | Share-based payments |
As described above, we assumed the Continuing Awards that were previously granted to continuing employees under the Playa Plan and converted each award into RSUs (the "Assumed Awards"). The number of shares issued for the Assumed Awards was based on the number of ordinary shares subject to such Continuing Award immediately prior to the closing of the Playa Acquisition multiplied by the applicable exchange ratio. The Assumed Awards continue to be governed by the terms of the Playa Plan and are subject to the same vesting and other terms and conditions as were applicable to the corresponding Continuing Awards, except that if the holder of an Assumed Award is terminated without "cause" or terminates employment for "good reason" within 12 to 24 months, as applicable for specified holders, following the closing of the Playa Acquisition, such holder's Assumed Awards will vest in full, subject to execution of a release.
The fair value of these replacement awards, which was estimated based on the closing stock price of our Class A common stock on the acquisition date, was $17 million, of which $3 million was attributable to pre-combination vesting and was therefore included in the purchase consideration. The remaining $14 million is attributable to post-combination vesting and will be recognized as compensation expense on a straight-line basis over the requisite service period. We estimated compensation expense related to the Assumed Awards and made the following adjustments to the pro forma income statement for the year ended December 31, 2024:
| General and administrative expenses | $ | 1 | ||
| Owned and leased expenses | $ | 4 | ||
| Transaction and integration costs | $ | 4 |
Adjustments to the pro forma income statement for the six months ended June 30, 2025 were insignificant.
| (c) | Transaction costs |
During the six months ended June 30, 2025, we incurred $79 million of transaction costs, primarily related to legal and financial advisory fees, severance payments to Terminating Employees, and payments made to settle unvested awards of Terminating Employees. In addition, Playa incurred $67 million of transaction costs prior to the acquisition date, primarily related to legal and financial advisory fees, and termination fees related to existing Playa franchise agreements. These non-recurring costs were recognized in transaction and integration costs on the pro forma income statement for the six months ended June 30, 2025.
| (d) | Other income (loss), net |
We eliminated $10 million and $49 million of Hyatt's historical gains on Playa shares from other income (loss), net on the pro forma income statements for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively. We recognized a $10 million non-recurring realized gain, which represents the remeasurement of our previously-held ordinary shares in Playa to fair value on the acquisition date, in other income (loss), net on the pro forma income statement for the year ended December 31, 2024.
| (e) | Taxes |
Income tax impacts were applied, as appropriate, to each of the Transaction Accounting adjustments. This includes the statutory rate in the jurisdiction that each adjustment applied. Although not reflected in the pro forma financial information, the effective tax rate of the combined company could be different than Hyatt's historical effective tax rate, either higher or lower, depending on various factors, including post-acquisition geographical mix of income.
We recognized a $10 million provision for income taxes and a $23 million benefit for income taxes on the pro forma income statements for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, to adjust for the tax impacts of the Transaction Accounting.
| 4. | TRANSACTION FINANCING ADJUSTMENTS |
As described above, we used the net proceeds from the Transaction Financing to finance the Playa Acquisition, repay certain indebtedness of Playa and its subsidiaries, and pay related fees and expenses.
The adjustment to interest expense on the pro forma income statements consists of the following:
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||
| Interest expense on DDTL Loans (1) | $ | 43 | $ | 97 | ||||
| Interest expense on Senior Notes (2) | 14 | 56 | ||||||
| Financing fees incurred related to bridge facility | (11 | ) | 11 | |||||
| Removal of Playa's historical interest expense (3) | (36 | ) | (88 | ) | ||||
| Pro forma adjustment | $ | 10 | $ | 76 | ||||
| (1) | Calculated using an interest rate of 5.500%, which is estimated as SOFR plus 1.175%, and includes amortization of deferred financing fees, which were recognized using the effective interest rate method. As described in Note 6, the DDTL Loans are expected to be repaid in full as a result of the Probable Disposition. |
| (2) | Calculated using interest rates of 5.050% for the 2028 Notes and 5.750% for the 2032 Notes and includes amortization of deferred financing fees, which were recognized using the effective interest rate method. The Senior Notes were issued in March 2025, and therefore the adjustment to the six months ended June 30, 2025 includes the incremental interest expense. |
| (3) | Includes amortization of discounts and debt issuance costs and excludes costs related to finance lease obligations, which are adjusted in Note 6. |
Additionally, we eliminated Playa's historical $1 million loss on extinguishment of debt related to the repricing of the term loan in the second quarter of 2024, which was included in other income (loss), net on the pro forma income statement for the year ended December 31, 2024, as this debt was repaid in full on the acquisition date.
Finally, we recognized a $3 million and $18 million benefit for income taxes on the pro forma income statements for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, 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 O'Hare 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 Hyatt's dispositions, we entered into long-term management or franchise agreements.
The following table summarizes the adjustments on the pro forma income statement for the six months ended June 30, 2025 related to the Playa dispositions:
| Owned and leased revenues | $ | (2 | ) | |
| Owned and leased expenses | $ | (2 | ) | |
| Benefit (provision) for income taxes | $ | 3 |
The following table summarizes the adjustments on 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 fee revenues | $ | 5 | $ | — | $ | 5 | ||||||
| Franchise and other fee revenues | $ | 1 | $ | — | $ | 1 | ||||||
| Owned and leased revenues | $ | (259 | ) | $ | (35 | ) | $ | (294 | ) | |||
| Revenues for reimbursed costs | $ | 88 | $ | — | $ | 88 | ||||||
| Owned and leased expenses | $ | (181 | ) | $ | (34 | ) | $ | (215 | ) | |||
| Depreciation and amortization expenses | $ | (35 | ) | $ | (3 | ) | $ | (38 | ) | |||
| Reimbursed costs | $ | 88 | $ | — | $ | 88 | ||||||
| (Gains) losses on sales of real estate and other | $ | (1,034 | ) | $ | (18 | ) | $ | (1,052 | ) | |||
| Asset impairments | $ | 27 | $ | — | $ | 27 | ||||||
| Benefit (provision) for income taxes | $ | 214 | $ | — | $ | 214 | ||||||
In addition, we removed the impacts of managing certain third-party owned resorts that were terminated by Playa prior to the acquisition date as these contracts were not acquired by Hyatt. The following table summarizes the adjustments on the pro forma income statements:
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||
| Base management fee revenues | $ | — | $ | (4 | ) | |||
| Contra revenue | $ | 8 | $ | — | ||||
| Revenues for reimbursed costs | $ | — | $ | (4 | ) | |||
| Reimbursed costs | $ | (2 | ) | $ | (4 | ) | ||
| Benefit (provision) for income taxes | $ | (2 | ) | $ | 1 | |||
| 6. | PROBABLE DISPOSITION ADJUSTMENTS |
As described above, on June 29, 2025, we entered into a definitive agreement to sell the Playa Portfolio to an unrelated third party. The assets and liabilities were classified as held for sale on our historical condensed consolidated balance sheet at June 30, 2025. We have adjusted the pro forma balance sheet to reflect the Probable Disposition as if it had been consummated on June 30, 2025. We have adjusted the pro forma income statements to reflect the Probable Disposition as if it had been consummated on January 1, 2024.
| (a) | Historical income statement activity |
The following table summarizes the adjustments on the pro forma income statements to eliminate the historical revenues and expenses related to the Probable Disposition, and reclassify amounts that will be considered reimbursed costs after sale:
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||
| Owned and leased revenues | $ | (481 | ) | $ | (880 | ) | ||
| Revenues for reimbursed costs | $ | (2 | ) | $ | (4 | ) | ||
| Owned and leased expenses | $ | (301 | ) | $ | (594 | ) | ||
| Transaction and integration costs | $ | (22 | ) | $ | — | |||
| Depreciation and amortization expenses | $ | (34 | ) | $ | (73 | ) | ||
| Reimbursed costs | $ | (2 | ) | $ | (4 | ) | ||
| Interest expense | $ | (1 | ) | $ | (1 | ) | ||
| (b) | Expected impacts of sale |
We adjusted the pro forma balance sheet to derecognize the assets and liabilities held for sale at June 30, 2025.
The adjustment to cash and cash equivalents on the pro forma balance sheet to reflect the expected net proceeds consists of the following:
| Agreed value | $ | 2,000 | ||
| Less: preferred equity investment to be retained | (200 | ) | ||
| Proration and other adjustments (1) | (81 | ) | ||
| Estimated net proceeds | $ | 1,719 | ||
| Estimated costs to sell (2) | (12 | ) | ||
| Estimated capital expenditures (2) | (50 | ) | ||
| Pro forma adjustment | $ | 1,657 |
(1) Based on balances to be sold at June 30, 2025. Final amount will vary based on actual timing of the close of sale in accordance with the sale agreement.
(2) Includes estimated transaction costs, including legal and financial advisory costs, and estimated capital expenditures related to the Playa Portfolio, to which we are contractually committed.
We will receive a $200 million preferred equity investment in the third-party entity that will own the properties, and up to an additional $143 million of contingent consideration, if certain operating thresholds are met. We estimated the fair value of the preferred equity investment and contingent consideration using a Monte Carlo simulation to model the probability of possible outcomes. The valuation methodology includes assumptions and judgments regarding discount rates, volatility, timing of expected cash flows, estimated probability of achieving the contractual objectives, and hotel operating results. We estimated the fair value of our preferred equity investment, which is mandatorily redeemable, to be $109 million. This was recorded as a held-to-maturity debt security in other assets on the pro forma balance sheet. We estimated the fair value of the contingent consideration receivable to be $15 million, which was recorded in other assets on the pro forma balance sheet. Additionally, upon sale, we expect to record $11 million in receivables, net related to property damage insurance proceeds, which will be remitted to us by the prospective buyer when settled. This amount, which reflects the reimbursable repair costs of the impacted properties in the Dominican Republic, was recorded on the pro forma balance sheet.
We estimated interest income on the preferred equity investment based on the contractual return and amortization of the initial discount recorded, and we recognized $17 million and $33 million in other income (loss), net on the pro forma income statements for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
As part of the Probable Disposition, we agreed to indemnify the prospective buyer for obligations the entities may incur as a result of pre-existing uncertain tax positions. We recognized these tax indemnifications in accordance with ASC 460, Guarantees, and estimated the fair value using a probability-based weighting approach to determine the likelihood of payment of the potential tax liabilities. The valuation methodology includes assumptions and judgments regarding probability weighting, outcomes of tax assessments, and expected timing of cash flows. We recorded a $17 million guarantee liability in other long-term liabilities on the pro forma balance sheet. We amortized the liability into income over the estimated term of the guarantee, which is four years. We recognized $2 million and $4 million in other income (loss), net on the pro forma income statements for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
Due to the short period of time expected between the Playa Acquisition and the Probable Disposition of the Playa Portfolio, we do not expect to recognize a significant gain or loss on sale. As a result, no adjustment has been made to the pro forma income statements or pro forma balance sheet.
| (c) | Repayment of Delayed Draw Term Loans |
Pursuant to the terms of the credit agreement for our DDTL Loans, the occurrence of certain events triggers mandatory prepayment of the DDTL Loans. We will use the proceeds from the Probable Disposition of the Playa Portfolio to repay the DDTL Loans in full upon sale. We made the following adjustments on the pro forma balance sheet for this repayment:
| Cash and cash equivalents | $ | (1,705 | ) | |
| Accrued expenses and other current liabilities (1) | $ | (5 | ) | |
| Long-term debt (2) | $ | (1,694 | ) |
(1) Represents accrued interest expense at June 30, 2025.
(2) Includes $6 million of issuance costs to be written off upon repayment.
In addition, the following table summarizes the adjustments to interest expense recognized on the pro forma income statements related to this repayment:
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||
| Interest expense on DDTL Loans (see Note 4) | $ | (43 | ) | $ | (97 | ) | ||
| Write-off of DDTL Loans issuance costs (1) | — | 6 | ||||||
| Pro forma adjustment | $ | (43 | ) | $ | (91 | ) | ||
(1) Amount is also included as an adjustment to retained earnings on the pro forma balance sheet.
| (d) | Long-term management agreements |
Upon sale of the Playa Portfolio, we will simultaneously enter into long-term management agreements with the prospective buyer for 13 of the 15 properties. These framework agreements, which include management fee terms, were agreed-upon concurrently with our definitive agreement to sell the Playa Portfolio on June 29, 2025. We estimated the revenues earned and expenses incurred using historical operating results of the resorts for the six months ended June 30, 2025 and the year ended December 31, 2024 as well as the agreed-upon contractual terms of the management agreements. The following table summarizes the adjustments recognized on the pro forma income statements:
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||
| Base management fee revenues | $ | 13 | $ | 25 | ||||
| Incentive management fee revenues | $ | 20 | $ | 34 | ||||
| Revenues for reimbursed costs | $ | 20 | $ | 37 | ||||
| Reimbursed costs | $ | 20 | $ | 37 | ||||
| (e) | Taxes |
We recognized a $21 million and $43 million provision for income taxes on the pro forma income statements for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, to adjust for the tax impacts of the Probable Disposition. This includes applying the statutory rate in the jurisdiction that each adjustment applied. We recorded the following adjustments on the pro forma balance sheet:
| Deferred tax assets | $ | (1 | ) | |
| Accrued expenses and other current liabilities | $ | (1 | ) |