UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On September 22, 2024, Hyatt Hotels Corporation (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with the Margot and Tom Pritzker Foundation (“Seller”), pursuant to which the Company agreed to purchase an aggregate of 1,642,251 shares of Class B Common Stock of the Company owned by Seller at a price of $152.23 per share, which represents the Volume Weighted Average Price for the Class A Common Stock of the Company for the three (3) trading-day period ending September 20, 2024 as reported by Bloomberg. The aggregate purchase price for this repurchase transaction is $249,999,869.73. The closing of such repurchase transaction is expected to occur on September 24, 2024.
Upon closing of this repurchase, the 1,642,251 shares of Class B Common Stock will automatically convert into 1,642,251 shares of Class A Common Stock. All 1,642,251 shares of Class B Common Stock converted in the repurchase will be retired in accordance with the Company’s Amended and Restated Certificate of Incorporation, and the number of authorized shares of Class B Common Stock will be reduced by 1,642,251 shares. All 1,642,251 shares of Class A Common Stock into which the shares of Class B Common Stock converted will also be retired, and will resume the status of authorized but unissued shares. The shares repurchased were repurchased under the Company’s previously announced repurchase program. Following this repurchase, the Company will have approximately $982 million remaining under its repurchase authorization.
The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the text of the Purchase and Sale Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Purchase and Sale Agreement, dated as of September 22, 2024, between Hyatt Hotels Corporation and the Margot and Tom Pritzker Foundation | |
| 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 23, 2024 | By: | /s/ Margaret C. Egan | ||||
| Name: | Margaret C. Egan | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||