Hyatt Announces Cash Tender Offer

  Hyatt Announces Cash Tender Offer

Business Wire

CHICAGO -- April 25, 2013

Hyatt Hotels Corporation (“Hyatt” or the “Company”) (NYSE: H) today announced
that it has commenced a cash tender offer (the “Tender Offer”) to purchase any
and all of its $250,000,000 outstanding aggregate principal amount 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”). Tendered Notes may be withdrawn at any time on or prior to
5:00 p.m., New York City time, on May 3, 2013, unless extended by the Company
(the “Withdrawal Deadline”), but not thereafter.

Holders who validly tender (and do not validly withdraw) 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 be eligible to receive the Total
Consideration, which includes an Early Tender Premium (the “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.

The Total Consideration will be determined in the manner described in the
Offer to Purchase by reference to a yield equal to the fixed spread specified
for the Notes over the reference yield based on the bid side price of the
specified U.S. Treasury Security, as calculated by the dealer managers at 2:00
p.m., New York City time, on May 3, 2013. Specifically, the Total
Consideration per each $1,000 principal amount of Notes validly tendered (and
not validly withdrawn) and accepted for purchase pursuant to the Tender Offer
will equal (1) the value per $1,000 principal amount of all remaining payments
of principal and interest on the Notes to be made to (and including) the
maturity date, discounted to the settlement date, in accordance with the
formula set forth in the Offer to Purchase, at a discount rate equal to the
yield determined in accordance with the foregoing sentence, minus (2) accrued
interest on the Notes per $1,000 principal amount of Notes.

                   Aggregate                                    
                     Principal
                     Amount         Reference    Bloomberg   Fixed     Early
                                    U.S.                     Spread    Tender
Title     CUSIP                     Treasury     Reference   (basis    Premium
of       Numbers   Outstanding   Security    Page       points)  (1)
Notes
6.875%    448579                    UST 2.000%
Notes     AB8 and    $250,000,000   due          PX1         +110      $30
due       U44845                    February
2019      AB8                       15, 2023
(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 pay 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.

Contact:

Hyatt Hotels Corporation
Investors:
Atish Shah
312.780.5427
atish.shah@hyatt.com
 
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