HYATT HOTELS CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
Offering of the Notes
On
• $700,000,000 of its 1.300% Senior Notes due 2023 (the "2023 Fixed Rate
Notes");
• $750,000,000 of its 1.800% Senior Notes due 2024 (the "2024 Fixed Rate
Notes" and, together with the 2023 Fixed Rate Notes, the "Fixed Rate
Notes"); and
• $300,000,000 of its Floating Rate Senior Notes due 2023 (the "Floating
Rate Notes").
The Notes were sold 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
The Company intends to use the net proceeds from the Offering to fund a portion
of the purchase price for its pending acquisition of
Indenture
The Notes were issued pursuant to an indenture, dated
• a tenth supplemental indenture, dated October 1, 2021 (the "Tenth
Supplemental Indenture"), between the Company and the Trustee, setting
forth the terms of the Fixed Rate Notes; and
• an eleventh supplemental indenture, dated October 1, 2021 (the "Eleventh
Supplemental Indenture" and, together with the Base Indenture and the
Tenth Supplemental Indenture, the "Indenture"), between the Company and
the Trustee, setting forth the terms of the Floating Rate 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
The Tenth Supplemental Indenture, the Eleventh Supplemental Indenture and the forms of the Notes are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and are incorporated herein by reference. The Tenth Supplemental Indenture, the Eleventh Supplemental Indenture and the forms 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 Fixed Rate Notes. The 2023 Fixed Rate Notes will bear interest at a
rate of 1.300% per annum and the 2024 Fixed Rate Notes will bear interest
at a rate of 1.800% per annum, which will be payable, in each case,
semi-annually on April 1 and October 1 of each year, beginning on
April 1, 2022 . The interest rate payable on the Fixed Rate Notes will be
subject to adjustment based on certain rating events as set forth in the
Indenture. The 2023 Fixed Rate Notes will mature on October 1, 2023 and
the 2024 Fixed Rate Notes will mature on October 1, 2024 .
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• The Floating Rate Notes. The Floating Rate Notes will bear interest at a
floating rate equal to Compounded SOFR (as defined in the Eleventh
Supplemental Indenture) plus 105 basis points, reset quarterly, which
will be payable quarterly in arrears on January 1 , April 1 , July 1 and
October 1 of each year, beginning on January 1, 2022 . The interest rate
payable on the Floating Rate Notes will also be subject to adjustment
based on certain rating events as set forth in the Indenture. The
Floating Rate Notes will mature on October 1, 2023 .
Redemption. At any time prior to
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
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
Redemption of 2022 Floating Rate Notes
On
After such redemption, no 2022 Floating Rate Notes will remain outstanding. The Company intends to fund the redemption with a portion of the proceeds from the Offering. The foregoing does not constitute a notice of redemption with respect to the 2022 Floating Rate Notes.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Document Description 1.1 Underwriting Agreement, dated as ofSeptember 27, 2021 , by and among the Company andJ.P. Morgan Securities LLC ,Deutsche Bank Securities Inc. ,Scotia Capital (USA) Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters named therein. 4.1 Tenth Supplemental Indenture, dated as ofOctober 1, 2021 , between the Company and Wells Fargo, National Association, as trustee. 4.2 Eleventh Supplemental Indenture, dated as ofOctober 1, 2021 , between the Company and Wells Fargo, National Association, as trustee. 4.3 Form of 1.300% Senior Note due 2023 (included in Exhibit 4.1). 4.4 Form of 1.800% Senior Note due 2024 (included in Exhibit 4.1). 4.5 Form of Floating Rate Senior Note due 2023 (included in Exhibit 4.2). 5.1 Opinion ofLatham & Watkins LLP , datedOctober 1, 2021 . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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