Item 1.01.
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Entry into a Material Definitive Agreement.
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Offering of the Notes
On October 1, 2021, Hyatt Hotels Corporation (the “Company”) issued and sold the following notes (the “Notes”):
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$700,000,000 of its 1.300% Senior Notes due 2023 (the “2023 Fixed Rate Notes”);
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$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
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$300,000,000 of its Floating Rate Senior Notes due 2023 (the “Floating Rate Notes”).
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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 $1.74 billion, after deducting underwriters’ discounts and estimated offering expenses payable by the Company.
The Company intends to use the net proceeds from the Offering to fund a portion of the purchase price for its pending acquisition of Apple Leisure Group, refinance all of its $750.0 million principal amount of floating rate notes due 2022 (the “2022 Floating Rate Notes”) and for general corporate purposes, which may include payment of any fees and expenses relating to the Apple Leisure Group acquisition or any other general corporate purpose the Company may deem necessary or advisable, and to pay fees and expenses related to the Offering.
Indenture
The Notes were issued pursuant to an indenture, dated August 14, 2009 (the “Original Indenture”), as supplemented by a second supplemental indenture, dated August 4, 2011 (the “Second Supplemental Indenture”), and a fourth supplemental indenture, dated May 10, 2013 (the “Fourth Supplemental Indenture” and, together with the Original Indenture and the Second Supplemental Indenture, the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by:
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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
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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.
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The Original Indenture was included as Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (No. 333-161068), filed on September 9, 2009, and is incorporated herein by reference. The Second Supplemental Indenture was included as Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (No. 333-176038), filed on August 4, 2011, and is incorporated herein by reference. The Fourth Supplemental Indenture was included as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 001-34521) filed on May 10, 2013, and is incorporated herein by reference.
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.
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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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