CHICAGO--(BUSINESS WIRE)--May. 3, 2013--
Hyatt Hotels Corporation (“Hyatt” or the “Company”) (NYSE: H) today
announced the Total Consideration as set forth in the table below in
respect of its previously announced cash tender offer (the “Tender
Offer”) to purchase any and all of its $250,000,000 aggregate principal
amount outstanding of 6.875% Senior Notes due 2019 (CUSIP Nos. 448579
AB8 and U44845 AB8) (the “Notes”). The terms and conditions of the
Tender Offer are described in an offer to purchase, dated April 25, 2013
(the “Offer to Purchase”), and a related Letter of Transmittal.
The Tender Offer is scheduled to expire at 5:00 p.m., New York City
time, on May 14, 2013, unless extended or earlier terminated by the
Company (the “Expiration Date”).
As previously announced, holders who validly tendered (and did not
validly withdraw) their Notes at or prior to 5:00 p.m., New York City
time, on May 3, 2013, unless extended by the Company (the “Early Tender
Deadline”), will receive the Total Consideration as set forth in the
table below, which includes an Early Tender Premium as set forth in the
table below, for any Notes accepted for purchase. Holders who validly
tender (and do not validly withdraw) Notes after the Early Tender
Deadline but at or prior to the Expiration Date will be eligible to
receive the Offer Consideration, which is equal to the Total
Consideration minus the Early Tender Premium and is set forth in the
table below. The Total Consideration was calculated based on the
Reference U.S. Treasury Security (as defined in the Offer to Purchase)
at 2:00 p.m. today, and is set forth in the table below.
Title of Notes
|
|
CUSIP Numbers
|
|
Aggregate Principal Amount Outstanding
|
|
Reference U.S. Treasury Security
|
|
Bloomberg Reference Page
|
|
Fixed Spread
(basis points)
|
|
Total Consideration
(1)
|
|
Early Tender
Premium
(1)
|
|
Offer Consideration
(1)
|
|
6.875% Notes due 2019
|
|
448579 AB8 and U44845 AB8
|
|
$250,000,000
|
|
UST 2.000% due February 15, 2023
|
|
PX1
|
|
+110
|
|
$1,229.20
|
|
$30
|
|
$1,199.20
|
|
|
|
(1) Per $1,000 principal amount of Notes validly tendered (and not
validly withdrawn) and accepted for purchase.
|
|
|
|
|
|
In addition to the Total Consideration or the Offer Consideration, as
applicable, accrued and unpaid interest up to the Settlement Date will
be paid on all validly tendered Notes accepted in the Tender Offer.
Hyatt’s obligation to accept for purchase and to pay for the Total
Consideration or the Offer Consideration, as applicable, for validly
tendered Notes is subject to, and conditioned upon, satisfaction or,
where applicable, Hyatt’s waiver of, certain conditions described in the
Offer to Purchase, including, among others, Hyatt having received net
proceeds from new indebtedness, on terms satisfactory to Hyatt in its
sole discretion, sufficient to purchase all Notes validly tendered (and
not validly withdrawn) and accepted for purchase by Hyatt and to pay all
fees and expenses in connection with the Tender Offer.
J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc. are the
dealer managers in the Tender Offer. D.F. King & Co., Inc. has been
retained to serve as both the information agent and tender agent for the
Tender Offer. Persons with questions regarding the Tender Offer should
contact J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or
(212) 834-4811 (collect) or SunTrust Robinson Humphrey, Inc. at (800)
685-4786 (toll free) or (404) 926-5051 (collect). Requests for copies of
the Offer to Purchase, related Letter of Transmittal and other related
materials should be directed to D.F. King & Co., Inc. at (800) 488-8095
(toll free) or (212) 269-5550 (collect).
None of Hyatt or its affiliates, its board of directors, the dealer
managers and solicitation agents, the information agent, the tender
agent or the trustee with respect to the Notes, makes any recommendation
as to whether holders of the Notes should tender their Notes. The Tender
Offer is made only by the Offer to Purchase and the accompanying Letter
of Transmittal. The Tender Offer is not being made to holders of Notes
in any jurisdiction in which the making or acceptance thereof would not
be in compliance with the securities, blue sky laws or other laws of
such jurisdiction. In any jurisdiction in which the Tender Offer is
required to be made by a licensed broker or dealer, the Tender Offer
will be deemed to be made on behalf of Hyatt by the dealer managers, or
one or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
FORWARD-LOOKING STATEMENTS
Forward-looking statements in this press release, which are not
historical facts, are forward-looking statements within the meaning of
the federal securities laws. 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 factors discussed in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2012, under
the sections titled “Risk Factors” in Part I, Item 1A and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7; general economic uncertainty in key
global markets and a worsening of global economic conditions or low
levels of economic growth; levels of spending in business and leisure
segments as well as consumer confidence; declines in occupancy and
average daily rate; limited visibility with respect to short and
medium-term group bookings; loss of key personnel; hostilities,
including future terrorist attacks, or fear of hostilities that affect
travel; travel-related accidents; natural or man-made disasters such as
earthquakes, tsunamis, tornados, hurricanes, floods, oil spills and
nuclear incidents; our ability to successfully achieve certain levels of
operating profit at hotels that have performance guarantees with our
third-party owners; the impact of hotel renovations; our ability to
successfully execute and implement our common stock repurchase program;
the seasonal and cyclical nature of the real estate and hospitality
businesses; changes in distribution arrangements, such as through
internet travel intermediaries; changes in the tastes and preferences of
our customers; relationships with associates and labor unions and
changes in labor laws; financial condition of, and our relationships
with, third-party property owners, franchisees and hospitality venture
partners; risks associated with potential acquisitions and dispositions;
changes in federal, state, local or foreign tax law; increases in
interest rates and operating costs; foreign exchange rate fluctuations
or currency restructurings; lack of acceptance of new brands or
innovation; general volatility of the capital markets and our ability to
access the capital markets; changes in the competitive environment in
our industry and the markets where we operate; outcomes of legal
proceedings; and violations of regulations or laws related to our
franchising business. We caution you not to place undue reliance
on any forward-looking statements, which are made as of the date of this
press release. We undertake no 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 laws. 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.

Source: Hyatt Hotels Corporation
Hyatt Hotels Corporation
Investors:
Atish Shah, 312.780.5427
atish.shah@hyatt.com
or
Media:
Farley
Kern, 312.780.5506
farley.kern@hyatt.com