Item 8.01. Other Events.
Class A Common Stock Offering; Underwriting Agreement
On September 27, 2021, Hyatt Hotels Corporation (the "Company") issued and sold
8,050,000 shares (the "Shares") of its Class A common stock, par value $0.01 per
share ("Class A common stock"), including 1,050,000 shares of Class A common
stock issued in connection with the full exercise by the Underwriters (as
defined below) of their option to purchase additional shares of Class A common
stock, in a registered public offering (the "Offering") pursuant to an effective
Registration Statement on Form S-3 (File No. 333-249931) (the "Registration
Statement") and an Underwriting Agreement, dated September 22, 2021 (the
"Underwriting Agreement"), between the Company and J.P. Morgan Securities LLC,
as representative of the several underwriters named therein (the
"Underwriters").
The Company received net proceeds from the Offering of approximately
$575.2 million, after deducting the underwriting discount and estimated offering
expenses payable by the Company. The Company intends to use the net proceeds of
the Offering to fund a portion of the purchase price for its pending acquisition
of Apple Leisure Group (the "Apple Leisure Group Acquisition") or, if the Apple
Leisure Group Acquisition is not consummated, for general corporate purposes,
which may include repayment of indebtedness or payment of fees and expenses
related to the Offering.
The Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated
by reference herein. The Underwriting Agreement is also filed with reference to,
and is hereby incorporated by reference in, the Registration Statement.
Legal Opinion Letter
In connection with the Offering, a legal opinion letter of Latham & Watkins LLP
regarding the legality of the issuance and sale of the Shares is attached as
Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to,
and is hereby incorporated by reference in, the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Document Description
1.1 Underwriting Agreement, dated September 22, 2021, between the
Company and J.P. Morgan Securities LLC, as representative of the
several underwriters named therein.
5.1 Opinion of Latham & Watkins LLP, dated September 27, 2021.
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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