UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 7.01. | Regulation FD Disclosure. |
On December 17, 2019, an affiliate of Hyatt Hotels Corporation (“Hyatt” or the “Company”) assigned the Company’s contractual right to purchase the recently constructed 600-room Hyatt Regency Portland at the Oregon Convention Center located in Portland, Oregon to Xenia Hotels & Resorts, Inc. In connection with the transaction, Hyatt received consideration for the assignment of the contractual right and reimbursement of pre-opening and other pre-development expenses. The hotel is scheduled to open on December 19, 2019 and will be managed by Hyatt under a long-term management agreement.
On December 18, 2019, an affiliate of the Company sold the shares of the entity that owns the 615-room Grand Hyatt Seoul for approximately $481 million to a consortium led by investment firm PAG and Seoul-based Inmark Asset Management (collectively, “Purchaser”). The Company entered into a 75-year management agreement for the property to continue to be operated under the Grand Hyatt brand. The purchase price is inclusive of undeveloped land adjacent to Grand Hyatt Seoul intended for residential development by the Purchaser.
The transaction reflects progress towards Hyatt’s ongoing commitment to generate $1.5 billion in gross proceeds from the dispositions of owned real estate assets by March 2022. Given the timing of the sale, the estimated impact to fourth quarter 2019 consolidated adjusted EBITDA is expected to be immaterial. For all of 2019, the property was expected to generate approximately $8 million of owned and leased hotels segment Adjusted EBITDA, negatively impacted by significant renovations completed in the first half of 2019.
The Company’s outlook is based on a number of assumptions that are subject to change, many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.
The information furnished under Item 7.01 in 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 8.01. | Other Events. |
On December 18, 2019, the Company’s Board of Directors authorized the repurchase of up to an additional $750 million of the Company’s common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. The common stock repurchase program applies to the Company’s Class A Common Stock and/or the Company’s Class B Common Stock. The common stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.
Forward-Looking Statements
Forward-Looking Statements in this Current Report on Form 8-K, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the Company’s planned reduction of owned real estate and Adjusted EBITDA outlook, and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, among others, the risks discussed in the Company’s filings with the SEC, including our annual report on Form 10-K and subsequent reports, which filings are available from the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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: December 18, 2019 |
By: |
/s/ Joan Bottarini | ||
| Name: |
Joan Bottarini | |||
| Title: |
Executive Vice President, Chief Financial Officer | |||