8-K

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): May 4, 2018

HYATT HOTELS CORPORATION

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

On May 4, 2018, Hyatt Hotels Corporation (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Andrew D. Wingate and Lucinda S. Falk in their capacity as co-trustees of certain trusts for the benefit of Karen Pritzker and/or her lineal descendants (“Seller”), pursuant to which the Company agreed to purchase an aggregate of 2,127,000 shares of Class B Common Stock of the Company owned by Seller at a price of $77.6954 per share, which represents the Volume Weighted Average Price for the Class A Common Stock of the Company for the three (3) trading-day period ending May 4, 2018 as reported by Bloomberg. The aggregate purchase price for this repurchase transaction was $165,258,115.80. The closing of such repurchase transaction occurred on May 7, 2018. The shares of Class B Common Stock repurchased represented approximately 1.8% of the Company’s total shares of common stock outstanding prior to the repurchase.

Upon closing of this repurchase, the 2,127,000 shares of Class B Common Stock automatically converted into 2,127,000 shares of Class A Common Stock. All 2,127,000 shares of Class B Common Stock converted in the repurchase will be retired in accordance with the Company’s Certificate of Incorporation, and the number of authorized shares of Class B Common Stock will be reduced by 2,127,000. All 2,127,000 shares of Class A Common Stock into which the shares of Class B Common Stock will convert will also be retired, and will resume the status of authorized but unissued shares. After the closing of the repurchase there are 68,369,643 shares of Class B Common Stock outstanding and 46,248,808 shares of Class A Common Stock outstanding. The shares repurchased were repurchased under the Company’s previously announced repurchase program. Following this repurchase, the Company has approximately $501.1 million remaining under its repurchase authorization.

The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the text of the Purchase and Sale Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Exhibit Description
99.1	Purchase and Sale Agreement, dated as of May 4, 2018, between Hyatt Hotels Corporation and Andrew D. Wingate and Lucinda S. Falk in their capacity as co-trustees of certain trusts for the benefit of Karen Pritzker and/or her lineal descendants

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: May 7, 2018	By:	/s/ Margaret C. Egan
	Name:	Margaret C. Egan
	Title:	Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is entered into by and between Andrew D. Wingate & Lucinda S. Falk, in their capacity as co-trustees (the “Selling Trustees”) of the trusts listed on Exhibit A attached hereto and made a part hereof (each, a “Selling Trust” and collectively the “Selling Trusts”), and Hyatt Hotels Corporation, a Delaware corporation (the “Purchaser” or the “Company”), as of May 4, 2018. Each of the Selling Trustees and the Purchaser is sometimes referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

Recitals

WHEREAS, the Selling Trustees in their capacity as co-trustees of the Selling Trusts own an aggregate of 2,127,000 shares (the “Subject Shares”) of the Class B Common Stock, par value $0.01 per share, of the Company;

WHEREAS, the Selling Trustees in their capacity as co-trustees of the Selling Trusts desire to sell and the Purchaser desires to purchase the Subject Shares for a price per share of $77.6954, subject to the terms and provisions of this Agreement; and

WHEREAS, the number of Subject Shares to be sold by each of the Selling Trusts is indicated on Exhibit A.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Purchase and Sale. The Selling Trustees in their capacity as co-trustees of the Selling Trusts agree to sell the Subject Shares to the Purchaser, and the Purchaser agrees to purchase the Subject Shares on the Closing Date (as defined in Section 2 below), with the number of Subject Shares to be sold by each of the Selling Trusts indicated on Exhibit A. The purchase price for the Subject Shares shall be $77.6954 per share, which represents the Volume Weighted Average Price for the Class A common stock, par value $0.01 per share, of the Company for the three (3) trading-day period ending May 4, 2018 as reported by Bloomberg, resulting in a total Purchase Price of $165,258,115.80 due to the Selling Trustees in their capacity as co-trustees of the Selling Trusts from the Purchaser (the “Purchase Price”), and which shall be payable in cash at the closing of such sale in accordance with the provisions of Section 3 hereof.

2. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611, on May 7, 2018, or on such other date as the Parties may mutually determine (the “Closing Date”).

3. Closing Deliveries of the Purchaser. At the Closing, the Purchaser shall deliver the Purchase Price to the Selling Trustees in their capacity as co-trustees of the Selling Trusts by wire transfer of immediately available funds to the account designated in writing by the Selling Trustees.

4. Closing Deliveries by Selling Trustees. At the Closing, the Selling Trustees shall deliver, or cause to be delivered, to the Purchaser, certificates representing the Subject Shares together with transfers and assignments separate from certificate with respect to the Subject Shares sufficient to transfer title to the Subject Shares to the Purchaser on the books of the Company and Certificates of Fiduciary Authority, including, as necessary, Medallion Guarantees.

5. Representations and Warranties of the Selling Trustees. The Selling Trustees represent and warrant to the Purchaser that the statements contained in this Section 5 are true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, it being agreed that the Purchaser is relying on each statement.

(a) Power; Legal, Valid and Binding Obligations. Each of the Selling Trusts is duly organized and validly existing. The Selling Trustees have all necessary power and capacity under the trust instruments of each of the Selling Trusts to execute and deliver this Agreement and each of the other agreements and instruments contemplated hereby (collectively, the “Ancillary Documents”) and to perform, observe and comply with all of their agreements and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Documents have been duly and validly authorized by all necessary action on the part of the Selling Trustees. This Agreement and the Ancillary Documents to which the Selling Trustees are or will be a party have been or will be duly and validly executed by the Selling Trustees and, upon delivery thereof by the Selling Trustees, will constitute the legal, valid and binding obligations of the Selling Trustees, enforceable against the Selling Trustees in accordance with their terms.

(b) No Conflict. None of the execution, delivery or performance by the Selling Trustees of this Agreement or any Ancillary Document to which they are a party will (with or without the giving of notice, the lapse of time or both) conflict with, result in a breach or violation of or constitute a default under (a) any contract, agreement or other instrument to which the Selling Trustees are a party or by which the assets or property of any of the Selling Trusts are bound or (b) any law, statute, rule, regulation, ordinance, writ, order or judgment to which the Selling Trustees are subject or by which the assets or property of any of the Selling Trusts are bound.

(c) Consents. No approval, consent, waiver or filing of or with any third party, including, but not limited to, any governmental bodies, agencies or instrumentalities, is required for the execution, delivery and performance by the Selling Trustees of this Agreement or any Ancillary Document to which they are or will be a party other than such approvals, consents, waivers or filings previously obtained or made.

(d) Title to Shares; Liens and Encumbrances. The Selling Trustees are the owner of the Subject Shares in their capacity as co-trustees of the Selling Trusts and hold such Subject Shares free and clear of all liens, pledges, options, claims, encumbrances and other

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security arrangements or restrictions of any kind other than restrictions under that certain Amended & Restated Global Hyatt Agreement dated October 1, 2009 and under the Company’s Amended and Restated Certificate of Incorporation (collectively, “Liens”), and upon delivery of such Subject Shares to the Purchaser pursuant to the terms of this Agreement, the Purchaser will receive good title thereto, free and clear of any and all Liens.

(e) Broker’s Fees. The Selling Trustees have no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Purchaser could become liable or otherwise obligated.

(f) Independent Decision to Sell; Etc. The Selling Trustees have made an independent decision to sell the Subject Shares to the Purchaser and have determined that they have adequate information concerning the business and financial condition of the Company in connection with their decision to sell the Subject Shares. The Selling Trustees understand the disadvantage to which they may be subject on account of the disparity of information between them and the Purchaser, and further acknowledge that the Company and its affiliates may possess material, non-public information not known to the Selling Trustees regarding or relating to the Company, its affiliates or the Subject Shares. The Selling Trustees are capable, by reason of their business or financial knowledge and experience, of evaluating the merits and risks of the sale of the Subject Shares and of protecting their own interest in connection with the sale of the Subject Shares, and the Selling Trustees acknowledge that they have had the opportunity to discuss the information available to them relating to the sale of the Subject Shares with such advisors as they have deemed appropriate. The Selling Trustees acknowledge that the Purchaser has not given them any investment advice or rendered any opinion to them as to whether the sale of the Subject Shares is prudent or suitable, and, except as expressly provided in Section 6 of this Agreement, they are not relying on any representation or warranty made by the Purchaser in connection with their decision to sell the Subject Shares to the Purchaser.

6. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Selling Trustees that the statements contained in this Section 6 are true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date, it being agreed that the Selling Trustees are relying on each such statement.

(a) Power; Legal, Valid and Binding Obligations. The Purchaser is a duly incorporated and validly existing corporation organized under the laws of the State of Delaware. The Purchaser has all necessary power and capacity to execute and deliver this Agreement and the Ancillary Documents, and to perform, observe and comply with all of its agreements and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Documents have been duly and validly authorized by all necessary action on the part of the Purchaser. This Agreement and each of the Ancillary Documents to which it is or will be a party have been or will be duly and validly executed by the Purchaser and, upon delivery thereof by the Purchaser, will constitute the legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their terms.

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(b) No Conflict. None of the execution, delivery or performance by the Purchaser of this Agreement or any Ancillary Document to which it is a party will (with or without the giving of notice, the lapse of time or both) conflict with, result in a breach or violation of or constitute a default under (a) any contract, agreement or other instrument to which the Purchaser is a party or by which it or its assets or property is bound or (b) any law, statute, rule, regulation, ordinance, writ, order or judgment to which the Purchaser is subject or by which it or its assets or property is bound.

(c) Consents. No approval, consent, waiver or filing of or with any third party, including, but not limited to, any governmental bodies, agencies or instrumentalities, is required for the execution, delivery and performance by the Purchaser of this Agreement or any Ancillary Document to which it is or will be a party other than such approvals, consents, waivers or filings previously obtained or made.

(d) Legal Matters. There is no action, suit or proceeding by or before any court or governmental or other regulatory or administrative agency or commission pending, or, to the best of the Purchaser’s knowledge, threatened against or involving the Purchaser which challenges the validity of this Agreement or any action taken or to be taken by the Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby. The Purchaser is not subject to any judgment, order or decree entered into in any lawsuit or proceeding which will have an adverse effect on the transactions contemplated hereby.

(e) Broker’s Fees. The Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Selling Trustees could become liable or otherwise obligated.

(f) Non-Public Information. Purchaser acknowledges that it has not provided any information that currently constitutes material, non-public information relating to the Company to the Selling Trustees, and further acknowledges that the Selling Trustees have not requested any such information from the Company. The Purchaser represents that its purchase of the Subject Shares is being made during an “open window” period under the Hyatt Hotels Corporation Insider Trading Compliance Program.

7. Miscellaneous.

(a) Survival of Representations and Warranties Herein. All representations, warranties and covenants set forth herein shall survive the Closing Date.

(b) Additional Documents. From time to time after execution of this Agreement, each party hereto shall, without additional consideration, execute and deliver such further agreements and instruments and take such other action as may be reasonably requested by any other party hereto in order to carry out the purposes of this Agreement.

(c) Amendment and Waiver. This Agreement cannot be amended, supplemented or modified, nor can any provision hereof be waived, except by a written instrument signed by the party against whom enforcement of such amendment, supplement, modification or waiver is sought.

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(d) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been properly given (a) when delivered by hand; (b) when sent by facsimile or email (with acknowledgment of complete transmission); (c) seven days after being sent by certified mail, return receipt requested or (d) two days after deposit with a nationally-recognized overnight delivery service, in each case to the addresses or facsimile numbers set forth on the signature page hereof. Each party hereto shall be entitled to specify a different address or facsimile number for the receipt of subsequent notices or other communications by giving written notice thereof to the other party in accordance with this Paragraph (d).

(e) Severability. If any term or provision of this Agreement, or the application thereof to any person, entity or circumstance, shall, to any extent, be determined to be contrary to law and unenforceable by any court of law, the remaining terms and provisions of this Agreement, and the application thereof to other persons, entities and circumstances, shall not be invalidated thereby, and each term and provision hereof shall be construed with all other remaining terms and provisions hereof to effect the intent of the parties to the fullest extent of the law.

(f) No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(h) Entire Agreement. This Agreement, including the other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof.

(i) Binding Effect. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

(j) Counterparts. This Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument and, any signed counterpart shall be deemed delivered by the Party signing it if sent to the other parties hereto by facsimile transmission or electronic transmission and shall be as effective as original ink signatures for the purposes of the execution and delivery of this Agreement.

(k) Confidentiality. Unless the prior written consent of the other Parties is obtained, the sale and purchase of the Subject Shares and all provisions of this Agreement shall be and remain confidential to the Parties, except to the extent that such information is in the public domain or disclosure is required by law or by any regulatory body whether public or not. For the avoidance of doubt, the Parties shall be permitted to disclose the terms of this Agreement to their professional or financial advisors who are aware of its confidential nature.

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(l) Assignment. The Purchaser may not, without the prior written consent of the Selling Trustees, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement.

(m) Costs. All costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, will be borne by the Party that incurred the costs.

(n) Trustee Exculpation. When this Agreement is executed by the trustee of any trust, such execution is by the trustee, not individually but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing herein contained shall be construed as creating any liability on any such trustee personally to pay any amounts required to be paid hereunder or to perform any covenant, either express or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto by their execution hereof. Any liability of any party which is a trust under this Agreement shall be only that of such trust to the full extent of its trust estate and shall not be a personal liability of any trustee, grantor or beneficiary thereof.

Signature page follows.

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IN WITNESS WHEREOF, each of the Parties hereto has duly executed this Agreement as of the date first above written.

SELLING TRUSTEES:
/s/ Andrew D. Wingate
Andrew D. Wingate, not individually, but solely in his capacity as co-trustee of the trusts listed on Exhibit A attached hereto
/s/ Lucinda S. Falk
Lucinda S. Falk, not individually, but solely in her capacity as co-trustee of the trusts listed on Exhibit A attached hereto
Address:	35 Windsor Road
	North Haven, CT 06473

[Signature Page to Purchase and Sale Agreement (KLP)]

PURCHASER:
HYATT HOTELS CORPORATION, a Delaware corporation
By:	/s/ Patrick Grismer
	Name:	Patrick Grismer
	Title:	Chief Financial Officer
Address:		150 North Riverside Plaza
		Chicago, Illinois 60606

[Signature Page to Purchase and Sale Agreement (KLP)]

Exhibit A

Selling Trusts

Name of Trust	Number of Subject Shares to be Sold
KLP 2010 PG Family Trust		1,227,000
ECI Trust - Julia		450,000
ECI Trust - Theodore		450,000
Total		2,127,000