UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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 | ||