UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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). |
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: September 27, 2021 | By: | /s/ Joan Bottarini | ||||
Name: | Joan Bottarini | |||||
Title: | Executive Vice President, Chief Financial Officer |