0001193125-24-076675.txt : 20240325 0001193125-24-076675.hdr.sgml : 20240325 20240325183155 ACCESSION NUMBER: 0001193125-24-076675 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240325 DATE AS OF CHANGE: 20240325 GROUP MEMBERS: PENNY PRITZKER, INDIVIDUALLY GROUP MEMBERS: PRITZKER TRAUBERT FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hyatt Hotels Corp CENTRAL INDEX KEY: 0001468174 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 201480589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85070 FILM NUMBER: 24780470 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: 8TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 750-1234 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA STREET 2: 8TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Horton Trust Co LLC CENTRAL INDEX KEY: 0001538462 ORGANIZATION NAME: IRS NUMBER: 454024479 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 N. LASALLE ST. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-873-4802 MAIL ADDRESS: STREET 1: 300 N. LASALLE ST. STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60654 SC 13D/A 1 d811337dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 23)

 

 

Hyatt Hotels Corporation

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

448579102

(CUSIP Number)

Michael A. Pucker, Esq.

Cathy A. Birkeland, Esq.

Alexa M. Berlin, Esq.

Latham & Watkins LLP

330 N. Wabash, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 22, 2024

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

(Continued on following pages)

(Page 1 of 12 Pages)

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 448579102    13D    Page 2 of 16 Pages

 

 1.   

 Names of Reporting Persons

 I.R.S. Identification Nos. of Above Persons (Entities Only)

 

 Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.

 2.  

 Check the Appropriate Box if a Member of a Group

 (a) ☒  (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 OO

 5.  

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6.  

 Citizenship or Place of Organization

 

 Illinois

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 6,490,886*

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 6,490,886*

11.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 6,490,886*

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 ☒

13.  

 Percent of Class Represented by Amount in Row (11)

 

 6.4%*

14.  

 Type of Reporting Person

 

 OO

 

* 

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.


CUSIP No. 448579102    13D    Page 3 of 16 Pages

 

All references to the number of shares outstanding are as of March 15, 2024, as reported in the Issuer’s Current Report on Form 8-K, filed March 15, 2024, as adjusted to account for 704,229 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 22, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,832,364 shares of Common Stock outstanding as of March 15, 2024, as adjusted. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Person represent 10.7% of the total voting power of the Common Stock as of March 15, 2024, as adjusted. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of March 15, 2024, as adjusted, which is comprised of 44,828,766 shares of Class A Common Stock and 56,003,598 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.


CUSIP No. 448579102    13D    Page 4 of 16 Pages

 

 1.   

 Names of Reporting Persons

 I.R.S. Identification Nos. of Above Persons (Entities Only)

 

 Pritzker Traubert Foundation

 2.  

 Check the Appropriate Box if a Member of a Group

 (a) ☒  (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 OO

 5.  

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6.  

 Citizenship or Place of Organization

 

 Illinois

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 0*

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 0*

11.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0*

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 ☒

13.  

 Percent of Class Represented by Amount in Row (11)

 

 0%*

14.  

 Type of Reporting Person

 

 OO

 

*

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.


CUSIP No. 448579102    13D    Page 5 of 16 Pages

 

All references to the number of shares outstanding are as of March 15, 2024, as reported in the Issuer’s Current Report on Form 8-K, filed March 15, 2024, as adjusted to account for 704,229 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 22, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,832,364 shares of Common Stock outstanding as of March 15, 2024, as adjusted. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Person represent 0% of the total voting power of the Common Stock as of March 15, 2024, as adjusted. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of March 15, 2024, as adjusted, which is comprised of 44,828,766 shares of Class A Common Stock and 56,003,598 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

 


CUSIP No. 448579102    13D    Page 6 of 16 Pages

 

 1.   

 Names of Reporting Persons

 I.R.S. Identification Nos. of Above Persons (Entities Only)

 

 Penny Pritzker, individually

 2.  

 Check the Appropriate Box if a Member of a Group

 (a) ☒  (b) ☐

 

 3.  

 SEC Use Only

 

 4.  

 Source of Funds

 

 OO

 5.  

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

 ☐

 6.  

 Citizenship or Place of Organization

 

 United States

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

 Sole Voting Power

 

 0

    8.   

 Shared Voting Power

 

 35,332*

    9.   

 Sole Dispositive Power

 

 0

   10.   

 Shared Dispositive Power

 

 35,332*

11.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 35,332*

12.  

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

 ☒

13.  

 Percent of Class Represented by Amount in Row (11)

 

 Less than 0.1%*

14.  

 Type of Reporting Person

 

 IN

 

*

Represents shares of the Issuer’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), and shares of the Issuer’s Class A Common Stock issuable upon conversion of shares of the Issuer’s Class B Common Stock, $0.01 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). As provided in the Issuer’s Amended and Restated Certificate of Incorporation, each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock.

The Reporting Person is party to certain agreements with the Separately Filing Group Members (as defined in the Schedule 13D), which agreements contain, among other things, certain voting agreements and limitations on the sale of their shares of Common Stock. As a result, the Reporting Person may be deemed to be a member of a “group,” within the meaning of Section 13(d)(3) of the Act (as defined in the Schedule 13D), comprised of the Reporting Person and the Separately Filing Group Members. Shares listed as beneficially owned by the Reporting Person exclude shares held by any other Reporting Person or by any of the Separately Filing Group Members, in each case as to which the Reporting Person disclaims beneficial ownership.


CUSIP No. 448579102    13D    Page 7 of 16 Pages

 

All references to the number of shares outstanding are as of March 15, 2024, as reported in the Issuer’s Current Report on Form 8-K, filed March 15, 2024, as adjusted to account for 704,229 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 22, 2024. The percentage is calculated using the total number of shares of Common Stock beneficially owned by the Reporting Person and based on 100,832,364 shares of Common Stock outstanding as of March 15, 2024, as adjusted. With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The shares of Class B Common Stock owned by the Reporting Person represent less than 0.1% of the total voting power of the Common Stock as of March 15, 2024, as adjusted. The percentage of total voting power of the Common Stock is calculated based on the total voting power of the Common Stock outstanding as of March 15, 2024, as adjusted, which is comprised of 44,828,766 shares of Class A Common Stock and 56,003,598 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.


CUSIP No. 448579102    13D    Page 8 of 16 Pages

 

EXPLANATORY NOTE: This Amendment No. 23 to Schedule 13D (this “Amendment No. 23”), which relates to the Class A Common Stock, $0.01 par value per share, of Hyatt Hotels Corporation, a Delaware corporation (the “Issuer”), amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on August 26, 2010, (as amended to date, the “Schedule 13D”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 2. Identity and Background

Item 2 of the Schedule 13D is amended by deleting the first paragraph thereof and replacing such paragraph with the following:

(a)-(c) This Schedule 13D is being filed by Horton Trust Company LLC, an Illinois limited liability company, not individually, but as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1 (the “U.S. Trustee”); Pritzker Traubert Foundation, an Illinois General Not-for-Profit Corporation (the “Foundation”) and Penny Pritzker, individually (collectively, the “Reporting Persons”).

Item 2 of the Schedule 13D is amended and supplemented by adding the following to the end of the second paragraph thereof:

The address of the principal business and principal office of the Foundation is 444 W. Lake Street, Suite 3400, Chicago, Illinois, 60606.

Item 2 of the Schedule 13D is amended and supplemented by adding the following to the end of the third paragraph thereof:

The Foundation is an Illinois general not-for-profit corporation.

Item 2 of the Schedule 13D is amended by deleting the fourth paragraph thereof and replacing such paragraph with the following:

The Reporting Persons have entered into a Joint Filing Agreement, dated as of March 25, 2024, a copy of which is attached as Exhibit 14 to this Amendment No. 23.

Item 2 of the Schedule 13D is amended and supplemented by deleting the sixth and seventh paragraphs thereof and replacing such paragraphs with the following:

(d) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule C to the Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule C to the Schedule 13D, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining the future violations of, or prohibiting or mandating activities subject or, federal or state securities laws or finding any violation with respect to such laws.


CUSIP No. 448579102    13D    Page 9 of 16 Pages

 

Item 3. Source and Amount of Funds or Other Consideration

Item 5 of the Schedule 13D is amended and supplemented as follows:

On March 22, 2024, the U.S. Trustee, as trustee of certain trusts for the benefit of Penny Pritzker and certain of her lineal descendants, gifted a total of 704,229 shares of Class B Common Stock to the Foundation (the “Gift”). The Gift constitutes a “Permitted Transfer” as defined in the Issuer’s Amended and Restated Certificate of Incorporation and, accordingly, the gifted shares of Class B Common Stock remain shares of Class B Common Stock following the Gift.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented as follows:

The Gift was completed on March 22, 2024, as described in Item 3 of this Amendment No. 23.

On March 22, 2024, the Foundation entered into a Purchase and Sale Agreement (the “March 2024 Purchase and Sale Agreement”) with the Issuer, pursuant to which it sold an aggregate of 704,229 shares of Class B Common Stock at a price of $157.9662 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending March 21, 2024 as reported by Bloomberg, for an aggregate price of $111,244,379.06 (the “March 2024 Sale”). The March 2024 Sale is expected to close on or around March 25, 2024.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and supplemented as follows:

(a)-(b) As of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 14,650 shares of Class A Common Stock and 6,551,568 shares of Class A Common Stock issuable upon conversion of 6,551,568 shares of Class B Common Stock beneficially owned by the Reporting Persons. Based on the number of shares of Class B Common Stock outstanding as of March 15, 2024, as reported in the Issuer’s Current Report on Form 8-K, filed March 15, 2024, as adjusted to account for 704,229 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 22, 2024, the number of shares of Class B Common Stock beneficially owned by the Reporting Persons represents 11.6% of the total number of shares of Class B Common Stock outstanding. Based on the number of shares of Common Stock outstanding as of March 15, 2024, as adjusted, the number of shares of Common Stock beneficially owned by the Reporting Persons represents 6.5% of the total number of shares of Common Stock outstanding and 10.8% of the total voting power of the shares of Common Stock outstanding, voting as a single class, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.


CUSIP No. 448579102    13D    Page 10 of 16 Pages

 

Schedule A attached to this Amendment No. 23 amends and restates, in its entirety, Schedule A attached to the Schedule 13D. Schedule A attached to this Amendment No. 23 sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by each Reporting Person.

P19M2 Investors II, L.L.C. is a manager-managed limited liability company formed for the purpose of acquiring shares of the Issuer’s Common Stock. It directly holds 273,776 shares of Class B Common Stock and has no voting or dispositive power with regard to the shares. P19M2 Investors II, L.L.C. is managed by Horton Trust Company LLC and is wholly owned by one or more of the trusts listed on Appendix A-1.

Based solely on the information contained in the Issuer’s Current Report on Form 8-K, filed on March 15, 2024, a Separately Filing Group Member entered into a purchase and sale agreement with the Issuer on March 13, 2024, pursuant to which the Issuer agreed to repurchase an aggregate of 1,283,000 shares of Class B Common stock from the Separately Filing Group Member for $155.9593 per share. The transaction closed on March 15, 2024.

Based solely on the information contained in the Schedule 13Ds, as amended, filed by the Separately Filing Group Members, as of the date hereof, the Pritzker Family Group in the aggregate may be deemed to be the beneficial owners of 603,343 shares of currently issued Class A Common Stock and 53,733,203 shares of Class A Common Stock issuable upon conversion of 53,733,203 shares of Class B Common Stock beneficially owned by the Pritzker Family Group. The number of shares of Class A Common Stock beneficially owned by the Pritzker Family Group and currently issued represents 1.4% of the total number of shares of Class A Common Stock outstanding, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock. The number of shares of Class B Common Stock beneficially owned by the Pritzker Family Group represents 96.0% of the total number of shares of Class B Common Stock outstanding. The number of shares of Common Stock beneficially owned by the Pritzker Family Group represents 53.9% of the total number of shares of Common Stock outstanding and 88.9% of the total voting power of the shares of Common Stock outstanding, voting together as a single class, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.


CUSIP No. 448579102    13D    Page 11 of 16 Pages

 

Schedule B attached to this Amendment No. 23 amends and restates, in its entirety, Schedule B attached to the Schedule 13D. Schedule B attached to this Amendment No. 23 sets forth, as of the date hereof, the number of shares and percentage of the Class A Common Stock outstanding, the number of shares and percentage of the Class B Common Stock outstanding, the percentage of the total number of shares of Common Stock outstanding, and the percentage of the total voting power of the shares of Common Stock outstanding, voting together as a single class, represented by the shares beneficially owned by the Reporting Persons and each Separately Filing Group Member. All information with regard to the Separately Filing Group Members is based solely on the information contained in the Schedule 13Ds filed by the Separately Filing Group Members.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and supplemented as follows:

On March 22, 2024, the Foundation entered into the March 2024 Purchase and Sale Agreement with the Issuer, pursuant to which it sold an aggregate of 704,229 shares of Class B Common Stock at a price of $157.9662 per share, which represents the Volume Weighted Average Price for Class A Common Stock for the three (3) trading-day period ending March 21, 2024 as reported by Bloomberg, for an aggregate price of $111,244,379.06. The March 2024 Purchase and Sale Agreement contains customary representations and warranties of the parties relating to the ownership of the shares of Class B Common Stock being transferred and the ability of the parties to consummate the transaction. The foregoing description of the March 2024 Purchase and Sale Agreement is qualified in its entirety by reference to the text of Exhibit 15 hereto, which is incorporated by reference herein.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

 

Exhibit 14    Joint Filing Agreement, dated as of March 25, 2024, by and among Horton Trust Company LLC, not individually, Horton Trust Company LLC, not individually, but as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Schedule 1 thereto, Pritzker Traubert Foundation, and Penny Pritzker, pursuant to Rule 13D-1(k) of the Securities Exchange Act of 1934, as amended.
Exhibit 15    Purchase and Sale Agreement, dated as of March 22, 2024, between Hyatt Hotels Corporation and Pritzker Traubert Foundation


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2024

 

Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.
  By:  

/s/ Ronald Wray

  Name: Ronald Wray
  Title:  President
Pritzker Traubert Foundation
  By:  

/s/ Ronald Wray

  Name: Ronald Wray
  Title:  Vice President

/s/ Penny Pritzker

Penny Pritzker, individually

[Signature Page to Amendment No. 23 to Schedule 13D]


CUSIP No. 448579102    13D    Page 13 of 16 Pages

 

Appendix A-1

 

Trust Name

   Jurisd. of
Org.

A.N.P. Trust #31

   Illinois

A.N.P. Trust #34-Penny

   Illinois

A.N.P. Trust #36-Penny

   Illinois

A.N.P. Trust #37

   Illinois

A.N.P. Trust #40-Penny

   Illinois

A.N.P. Trust #42-Penny

   Illinois

DGC 2018 Trust

   N/A

Donald Pritzker Traubert GST Trust

   Illinois

Rose Pritzker Traubert GST Trust

   Illinois

P.G. Penny Trust

   Illinois

RAGC 2018 Trust

   Illinois

F.L.P. Trust #19

   Illinois


CUSIP No. 448579102    13D    Page 14 of 16 Pages

 

Schedule A

Certain Information Regarding the

Reporting Persons1

 

     Class A
Common Stock2
     Class B
Common Stock3
    % of
Total
Common
Stock4
    % of
Total

Voting
Power5
 

Name of Beneficial Owner

   Shares      % of
Class A
     Shares      % of
Class B
   

 

   

 

 

Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Appendix A-1.

     —         —         6,490,886        11.6     6.4     10.7

Penny Pritzker, individually

     14,650        *        20,682        *       *       *  

 

*

Less than 1% beneficial ownership

 

1 

All references to the number of shares outstanding are as of March 15, 2024, as reported in the Issuer’s Current Report on Form 8-K, filed March 15, 2024, as adjusted to account for 704,229 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 22, 2024.

2 

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,828,766 shares of Class A Common Stock outstanding as of March 15, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

3 

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 56,003,598 shares of Class B Common Stock outstanding as of March 15, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

4 

The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,828,766 shares of Class A Common Stock and 56,003,598 shares of Class B Common Stock outstanding as of March 15, 2024, as adjusted.

5 

With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of March 15, 2024, as adjusted, which is comprised of 44,828,766 shares of Class A Common Stock and 56,003,598 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.


CUSIP No. 448579102    13D    Page 15 of 16 Pages

 

Schedule B

Certain Information Regarding the

Separately Filing Group Members1

 

     Class A
Common Stock2
    Class B
Common Stock3
    % of
Total
Common
Stock4
    % of
Total

Voting
Power5
 

Separately Filing Group Member

   Shares      % of
Class A
    Shares      % of
Class B
   

 

   

 

 

CIBC Trust Company (Bahamas) Limited in its capacity as trustee and Other Reporting Persons6

     —         —        673,350        1.2     *       1.1

Trustees of the Thomas J. Pritzker Family Trusts and Other Reporting Persons7

     588,693        1.3     22,520,767        40.2     22.9     37.3

Trustees of the Nicholas J. Pritzker Family Trusts and Other Reporting Persons8

     —         —        70,000        *       *       *  

Trustees of the Jennifer N. Pritzker Family Trusts and Other Reporting Persons9

     —         —        1,964,376        3.5     1.9     3.2

Trustees of the Linda Pritzker Family Trusts10

     —         —        —         —        —        —   

Trustees of the Karen L. Pritzker Family Trusts11

     —         —        4,436,584        7.9     4.4     7.3

Trustee of the Penny Pritzker Family Trusts and Other Reporting Persons12

     14,650        *       6,551,568        11.6     6.5     10.8

Trustees of the Daniel F. Pritzker Family Trusts and Other Reporting Persons13

     —         —        1,922        *       *       *  

Trustees of the Gigi Pritzker Pucker Family Trusts and Other Reporting Persons14

     —         —        17,554,636        31.3     17.4     29.0

Pritzker Family Group Totals

     603,343        1.4     53,733,203        96.0     53.9     88.9

 

*

Less than 1% beneficial ownership

 

 

1 

All references to the number of shares outstanding are as of March 15, 2024, as reported in the Issuer’s Current Report on Form 8-K, filed March 15, 2024, as adjusted to account for 704,229 shares of Class B Common Stock that were repurchased by the Issuer from the reporting person on March 22, 2024.

2 

The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 44,828,766 shares of Class A Common Stock outstanding as of March 15, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

3 

The information shown in the table with respect of the percentage of Class B Common Stock beneficially owned is based on 56,003,598 shares of Class B Common Stock outstanding as of March 15, 2024, as adjusted, assuming that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

4 

The information shown in the table with respect to the percentage of total Common Stock beneficially owned is based on 44,828,766 shares of Class A Common Stock and 56,003,598 shares of Class B Common Stock outstanding as of March 15, 2024, as adjusted.

5 

With respect to matters upon which the Issuer’s stockholders are entitled to vote, the holders of Class A Common Stock and Class B Common Stock vote together as a single class, and each holder of Class A Common Stock is entitled to one vote per share and each holder of Class B Common Stock is entitled to ten votes per share. The percentage of total voting power of the shares of Common Stock is calculated based on the total voting power of the shares of Common Stock outstanding as of March 15, 2024, as adjusted, which is comprised of 44,828,766 shares of Class A Common Stock and 56,003,598 shares of Class B Common Stock and assumes that no additional outstanding shares of Class B Common Stock have been converted into shares of Class A Common Stock.

6 

See the Schedule 13D filed on August 26, 2010, as amended, by the CIBC Trust Company (Bahamas) Limited, solely as trustee of the Non-U.S. Situs Trusts listed on Appendix A to the Schedule 13D, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

7

See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office. Thomas J. Pritzker holds 244,648 stock appreciation rights (“SARs”) that are currently exercisable at an exercise price of $52.65, 212,967 SARs that are currently exercisable at an exercise price of $80.02, 292,226 SARS that are currently exercisable at an exercise price of $71.67, 563,063 SARs that are currently exercisable at an exercise price of $48.66, 130,752 SARS that are currently exercisable at an exercise price of $80.46, 72,924 SARs that are currently exercisable at an exercise price of $95.06 and 30,902 SARs that are currently exercisable at an exercise price of $111.71. The number of shares of Class A Common Stock that Mr. Pritzker will receive upon exercise of such SARs is not currently determinable and therefore not included in the table above because each SAR gives the holder the right to receive a number of shares of Class A Common Stock equal to the excess of the value of one share of Class A Common Stock at the exercise date, which is not determinable until the date of exercise, over the exercise price.

8 

See the Schedule 13D filed on August 26, 2010, as amended, by Marshall E. Eisenberg, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.


      Page 16 of 16 Pages

 

9 

See the Schedule 13D filed on August 26, 2010, as amended, by Charles E. Dobrusin and Harry B. Rosenberg, not individually, but solely as co-trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

10 

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

11 

See the Schedule 13D filed on August 26, 2010, as amended, by Walter W. Simmers, Andrew D. Wingate and Lucinda Falk, not individually, but solely as co-trustees for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

12 

See the Schedule 13D filed on August 26, 2010, as amended, by John Kevin Poorman, not individually, but solely as trustee of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

13 

See the Schedule 13D filed on August 26, 2010, as amended, by Lewis M. Linn, not individually, but solely as trustee for the trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

14 

See the Schedule 13D filed on August 26, 2010, as amended, by Gigi Pritzker Pucker and Edward W. Rabin, not individually, but solely as trustees of certain trusts listed on Appendix A-1 to the Schedule 13D, and the other Reporting Persons named therein on, which includes information regarding the filer’s jurisdiction of organization, principal business, and address of principal office.

EX-99.14 2 d811337dex9914.htm EX-99.14 EX-99.14

Exhibit 14

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 25th day of March, 2024.

 

Horton Trust Company LLC, as manager of P19M2 Investors II, L.L.C. and as trustee of the trusts listed on Schedule 1.
     By:  

/s/ Ronald Wray

  Name: Ronald Wray
  Title: President
Pritzker Traubert Foundation
  By:  

/s/ Ronald Wray

  Name: Ronald Wray
  Title: Vice President

/s/ Penny Pritzker

Penny Pritzker, individually


Schedule 1

 

Trust Name

   Jurisd. of
Org.

A.N.P. Trust #31

   Illinois

A.N.P. Trust #34-Penny

   Illinois

A.N.P. Trust #36-Penny

   Illinois

A.N.P. Trust #37

   Illinois

A.N.P. Trust #40-Penny

   Illinois

A.N.P. Trust #42-Penny

   Illinois

DGC 2018 Trust

   N/A

Donald Pritzker Traubert GST Trust

   Illinois

Rose Pritzker Traubert GST Trust

   Illinois

P.G. Penny Trust

   Illinois

RAGC 2018 Trust

   Illinois

F.L.P. Trust #19

   Illinois
EX-99.15 3 d811337dex9915.htm EX-99.15 EX-99.15

Exhibit 15

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is entered into by and between Pritzker Traubert Foundation, an Illinois General Not-for-Profit Corporation (the “Seller”), and Hyatt Hotels Corporation, a Delaware corporation (the “Purchaser” or the “Company”), as of March 22, 2024. Each of Seller and Purchaser is sometimes referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

Recitals

WHEREAS, Seller owns an aggregate of 704,229 shares (the “Subject Shares”) of Class B Common Stock, par value $0.01 per share, of the Company; and

WHEREAS, Seller desires to sell and Purchaser desires to purchase the Subject Shares for a price per share of $157.9662, subject to the terms and provisions of this Agreement.

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. Seller agrees to sell the Subject Shares to Purchaser, and Purchaser agrees to purchase the Subject Shares on the Closing Date (as defined in Section 2 below). The purchase price for the Subject Shares shall be $157.9662 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 March 21, 2024 as reported by Bloomberg, resulting in a total Purchase Price of $111,244,379.06 due to Seller from 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 March 25, 2024, or on such other date as the Parties may mutually determine (the “Closing Date”).

3. Closing Deliveries of Purchaser. At the Closing, Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to the account designated in writing by Seller.

4. Closing Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to 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 Purchaser on the books of the Company, including, as necessary, Medallion Guarantees.

5. Representations and Warranties of Seller. Seller represents and warrants to 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 Purchaser is relying on each statement.


(a) Power; Legal, Valid and Binding Obligations. Seller (i) is duly organized and validly existing and (ii) has all necessary power and capacity 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 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 Seller. This Agreement and the Ancillary Documents to which Seller is or will be a party have been or will be duly and validly executed by Seller and, upon delivery thereof by Seller, will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms.

(b) No Conflict. None of the execution, delivery or performance by Seller of this Agreement or any Ancillary Document to which it is or will be 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 Seller is a party or by which its assets or property is bound or (b) any law, statute, rule, regulation, ordinance, writ, order or judgment to which Seller 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 Seller 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) Title to Shares; Liens and Encumbrances. Seller is the legal and beneficial owner of the Subject Shares and holds such Subject Shares free and clear of all liens, pledges, options, claims, encumbrances and other security arrangements or restrictions of any kind other than restrictions under that certain Amended & Restated Global Hyatt Agreement dated October 1, 2009, under that certain Amended & Restated Foreign 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 Purchaser pursuant to the terms of this Agreement, Purchaser will receive good and marketable title thereto, free and clear of any and all Liens.

(e) Broker’s Fees. Seller 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 Purchaser could become liable or otherwise obligated.

 

2


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

6. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller 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 Seller is relying on each such statement.

(a) Power; Legal, Valid and Binding Obligations. Purchaser is a duly incorporated and validly existing corporation organized under the laws of the State of Delaware. 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 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 Purchaser and, upon delivery thereof by Purchaser, will constitute the legal, valid and binding obligations of Purchaser, enforceable against it in accordance with their terms.

(b) No Conflict. None of the execution, delivery or performance by 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 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 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 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.

 

3


(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 Purchaser’s knowledge, threatened against or involving Purchaser which challenges the validity of this Agreement or any action taken or to be taken by Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby. 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. 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 Seller 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 Seller, and further acknowledges that Seller has not requested any such information from the Company. Purchaser represents that it is currently in 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 the 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.

(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) three days after being sent by certified mail, return receipt requested or (d) one day 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.

 

4


(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 Party 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 Party 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.

(l) Assignment. Purchaser may not, without the prior written consent of Seller, 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.

Signature page follows.

 

5


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

 

SELLER:
Pritzker Traubert Foundation, an Illinois General Not-for-Profit Corporation
By:  

/s/ Ronald D. Wray

  Name:   Ronald D. Wray
  Title:   Vice President
Address:   444 West Lake Street, Suite 3400
    Chicago, IL 60606

Signature Page to Purchase and Sale Agreement (PTF)


PURCHASER:
HYATT HOTELS CORPORATION, a Delaware corporation
By:  

/s/ Joan Bottarini

  Name: Joan Bottarini
  Title: Executive Vice President, Chief
  Financial Officer
Address:        150 North Riverside Plaza
    Chicago, Illinois 60606

Signature Page to Purchase and Sale Agreement (PTF)