HYATT HOTELS CORP FORM 8-K (Current report filing) Filed 10/01/14 for the Period Ending 10/01/14 Address 71 SOUTH WACKER DRIVE 12TH FLOOR CHICAGO, IL 60606 Telephone (312) 750-1234 CIK 0001468174 Symbol H SIC Code 7011 - Hotels and Motels Industry Hotels & Motels Sector Services Fiscal Year 12/31 http://www.edgar-online.com Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2014 HYATT HOTELS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-34521 20-1480589 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 71 South Wacker Drive, 12th Floor Chicago, IL 60606 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (312) 750-1234 Former name or former address, if changed since last report: Not Applicable Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events. On October 1, 2014, Hyatt Hotels Corporation (the Company ) issued a joint press release with Interval Leisure Group, Inc. ( ILG ) announcing the completion of the previously announced sale by Hyatt Corporation, a wholly-owned subsidiary of the Company, and HTS- Aspen, L.L.C., an indirect wholly-owned subsidiary of the Company, of 100% of the equity interests of the Company s subsidiaries engaged in the Company s shared ownership business to S.O.I. Acquisition Corp., a wholly-owned subsidiary of ILG (the Transaction ). The full text of the joint press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. As a condition to the closing of the Transaction, Hyatt Franchising, L.L.C., an indirect wholly-owned subsidiary of the Company ( Hyatt Franchising ), and S.O.I. Acquisition Corp. ( Licensee ) entered into a Master License Agreement (the Master License Agreement ). The Master License Agreement provides Licensee an exclusive license for the use of the Hyatt brand in connection with the shared ownership business. In consideration for the exclusive license and for access to various Hyatt Franchising marketing channels, including the existing hotel loyalty program, Licensee has agreed to pay Hyatt Franchising certain recurring royalty fees based on revenues generated from shared ownership sales, management, rental and club dues collected by Licensee. Hyatt Franchising may terminate the Master License Agreement upon the occurrence of certain uncured, material defaults by Licensee. Such defaults include, but are not limited to, a material payment default, Licensee s bankruptcy, a transfer in breach of the specified transfer restrictions or a failure by Licensee to comply with Hyatt Franchising brand standards on a systemic level. Item 9.01 (d) Financial Statements and Exhibits. Exhibits 99.1 Press Release, dated October 1, 2014
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: October 1, 2014 By: /s/ Rena Hozore Reiss Rena Hozore Reiss Executive Vice President, General Counsel and Secretary
INDEX TO EXHIBITS Exhibit Number Exhibit Description 99.1 Press Release, dated October 1, 2014
Exhibit 99.1 Interval Leisure Group Completes Acquisition of Hyatt Residential Group Miami and Chicago, October 1, 2014 Interval Leisure Group ( ILG ) (NASDAQ:IILG), a leading global provider of non-traditional lodging across a broad spectrum of the vacation industry, has completed the previously announced acquisition of Hyatt Residential Group from affiliates of Hyatt Hotels Corporation ( Hyatt ) (NYSE:H), a leading global hospitality company. The purchase price of approximately $220 million includes Hyatt s interest in a joint venture that owns and is developing Hyatt Ka anapali Beach, a 131-unit shared ownership property in Maui. In connection with the acquisition, a subsidiary of ILG has entered into a global Master License Agreement with respect to the exclusive use of the Hyatt brand in shared ownership. Under the terms of the global Master License Agreement, Hyatt will receive annual license fees and the Hyatt Residence Club and 16 existing shared ownership resorts will retain the Hyatt Residence Club brand. The approximately 30,000 Hyatt Residence Club owners will continue to receive all privileges currently associated with their memberships, including Hyatt Gold Passport benefits. About Interval Leisure Group Interval Leisure Group (ILG) is a leading global provider of non-traditional lodging, encompassing a portfolio of travel, leisure, membership, exchange, resort management, and rental businesses. Interval International and Trading Places International (TPI) offer exchange and travelrelated products to more than 2 million member families worldwide. Under license from Hyatt, Hyatt Vacation Ownership markets and manages shared ownership properties and operates Hyatt Residence Club. Vacation Resorts International, VRI Europe, and TPI offer timeshare resort, homeowners association, and club management services, while Aston Hotels & Resorts and Aqua Hospitality provide hotel and condominium rentals and resort management. Headquartered in Miami, Florida, ILG has offices in 16 countries and nearly 6,000 employees. For more information, visit www.iilg.com. -more-
About Hyatt Hotels Corporation Hyatt Hotels Corporation, headquartered in Chicago, is a leading global hospitality company with a proud heritage of making guests feel more than welcome. Thousands of members of the Hyatt family strive to make a difference in the lives of the guests they encounter every day by providing authentic hospitality. The Company s subsidiaries manage, franchise, license, own and develop hotels, resorts, branded residences and vacation ownership properties under the Hyatt, Park Hyatt, Andaz, Grand Hyatt, Hyatt Regency, Hyatt Place, Hyatt House, Hyatt Zilara, Hyatt Ziva, Hyatt Residences and Hyatt Residence Club brand names and have locations on six continents. As of June 30, 2014, the Company s worldwide portfolio consisted of 563 properties in 48 countries. For more information, please visit www.hyatt.com. Contacts: ### Interval Leisure Group Investor Contact: Jennifer Klein, 305-925-7302 Investor Relations Jennifer.Klein@iilg.com Media Contact: Chris Boesch, 305-925-7267 Corporate Communications Chris.Boesch@iilg.com Hyatt Hotels Corporation Investor Contact: Atish Shah, 312-780-5427 Investor Relations Atish.Shah@hyatt.com Media Contact: Amy Patti, 312-780-5620 Corporate Communications Amy.Patti@hyatt.com