Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 1, 2021, Hyatt Hotels Corporation ("Parent"), acting through an
affiliate ("Purchaser" and together with Parent, the "Company" or "Hyatt"),
completed its previously announced acquisition of Apple Leisure Group, a leading
luxury resort-management services, travel and hospitality group, pursuant to a
definitive Securities Purchase Agreement, dated August 14, 2021 (as such
agreement may be amended or modified from time to time, the "Securities Purchase
Agreement"), by and among Parent, Casablanca Holdings L.P., a Cayman Islands
exempted limited partnership (acting through Casablanca Holdings GP LLC, a
Cayman Islands limited liability company, as its general partner) ("Seller"),
Casablanca Global GP Limited, a Cayman Islands exempted company (the "General
Partner"), and Casablanca Global Intermediate Holdings L.P., a Cayman Islands
exempted limited partnership (acting through the General Partner, as its general
partner) ("ALG"). Seller is affiliated with investment funds managed by KSL
Capital Partners, LLC and Kohlberg Kravis Roberts & Co. L.P. Pursuant to the
Securities Purchase Agreement, Purchaser acquired 100% of the outstanding
limited partnership interests in ALG and 100% of the outstanding ordinary shares
of the General Partner (the "Acquired Entities"), from Seller (the
"Transaction").
At the closing of the Transaction, the Company paid total consideration of
$2.7 billion, subject to customary adjustments set forth in the Securities
Purchase Agreement relating to working capital, cash and indebtedness of the
Acquired Entities and their respective subsidiaries. The Securities Purchase
Agreement also provides for contingent consideration payable to Seller in an
amount equal to $69.0 million following the closing of the Transaction upon the
achievement (if ever) of certain targets related to ALG's outstanding travel
credits. At the closing, Purchaser deposited $75.0 million into escrow, which
will be released to the parties following the closing, based on any adjustments
to the purchase price for net working capital, cash and funded indebtedness and
transaction expenses of the Acquired Entities and their subsidiaries.
This summary of the Securities Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the provisions of the
Securities Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this
Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
In a press release issued on November 2, 2021, the Company announced the closing
of the Transaction. A copy of the press release is attached as Exhibit 99.1 to
this Form 8-K and incorporated herein by reference.
The information furnished under Item 7.01 and Exhibit 99.1 of this
Form 8-K shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section and shall not be deemed incorporated
by reference in any filing made by Hyatt Hotels Corporation under the Securities
Act of 1933, as amended, or the Exchange Act, except as set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The consolidated financial statements of ALG and its subsidiaries as of and for
the years ended December 31, 2020 and 2019 and the audit report thereon of
Ernst & Young LLP, independent auditors (which expresses an unqualified opinion
on the financial statements), are incorporated into this Item 9.01(a) by
reference to Exhibit 99.3 to the Company's Current Report on Form 8-K (File
No. 001-34521) filed with the Securities and Exchange Commission (the "SEC") on
September 21, 2021.
The unaudited consolidated financial statements of ALG and its subsidiaries as
of June 30, 2021 and December 31, 2020 and for the six-month periods ended
June 30, 2021 and 2020 are incorporated into this Item 9.01(a) by reference to
Exhibit 99.4 to the Company's Current Report on Form 8-K (File No. 001-34521)
filed with the SEC on September 21, 2021.
(b) Pro forma financial information.
The Company's unaudited pro forma condensed combined statements of income (loss)
for the six months ended June 30, 2021 and the year ended December 31, 2020 and
the unaudited pro forma condensed combined balance sheet as of June 30, 2021,
each with related notes thereto, are incorporated into this Item 9.01(b) by
reference to Exhibit 99.5 to the Company's Current Report on Form 8-K (File
No. 001-34521) filed with the SEC on September 21, 2021.
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(d) Exhibits.
Exhibit
No. Document Description
2.1 Securities Purchase Agreement, dated August 14, 2021, by and among
Casablanca Holdings L.P. (acting through Casablanca Holdings GP LLC),
Casablanca Global GP Limited, Casablanca Global Intermediate Holdings
L.P. and Zurich Hotel Investments, B.V. and, solely with respect to
Section 11.17 and Article XI (solely as such Article relates to
Section 11.17), Hyatt Hotels Corporation
99.1 Hyatt Hotels Corporation Press Release, dated November 2, 2021
(furnished pursuant to Item 7.01)
99.2 Audited consolidated financial statements of ALG and its
subsidiaries as of and for the years ended December 31, 2020 and 2019
and the report of Ernst & Young LLP, independent auditors
(incorporated by reference to Exhibit 99.3 to the Company's Current
Report on Form 8-K (File No. 001-34521) filed with the SEC on
September 21, 2021)
99.3 Unaudited consolidated financial statements of ALG and its
subsidiaries as of June 30, 2021 and December 31, 2020 and for
the six-month periods ended June 30, 2021 and 2020 (incorporated by
reference to Exhibit 99.4 to the Company's Current Report on Form 8-K
(File No. 001-34521) filed with the SEC on September 21, 2021)
99.4 Unaudited pro forma condensed combined statements of income (loss)
for the six months ended June 30, 2021 and the year ended December 31,
2020 of the Company and unaudited pro forma condensed combined balance
sheet as of June 30, 2021 of the Company (incorporated by reference to
Exhibit 99.5 to the Company's Current Report on Form 8-K (File
No. 001-34521) filed with the SEC on September 21, 2021)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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