Addition of Alila, Destination, Joie de Vivre, Thompson andtommie brands expandsHyatt's lifestyle and wellbeing offerings for high-end travelers worldwide
Acquisition price revised to $405 million from $480 million;additional potential consideration revised to $96 million from $120 million
HONGKONG, CHINA - MediaOutReach - December 4, 2018 - Hyatt Hotels Corporation (NYSE: H)today announced that Hyatt has completed the previously announced acquisitionof Two RoadsHospitality, a lifestyle hotel management company with a uniquecollection of distinctive brands, outstanding properties and a significant globaldevelopment pipeline.
With the addition of five established lifestyle brands -- Alila,Destination, Joie de Vivre, Thompson, and tommie --Hyatt has expanded its brand presence into 23 new markets with management andlicense agreements for 74 open and operating hotels acrossNorth America and Asia, and a robust pipeline of signed management agreements. As part of the acquisition, Hyatt is establishing a newdedicated lifestyle division to combine the operations of Two Roads' andHyatt's lifestyle brands.
"We will leverage the sharedexpertise of Hyatt and Two Roads across our powerful combined portfolio of 19 brandsto bring best-in-class offerings for guests around the globe," said MarkHoplamazian, president and CEO, Hyatt Hotels Corporation. "For hotel owners,our platform will deliver opportunities for enhanced operational excellence andfinancial performance. We are pleased to have completed this excitingtransaction, and we welcome Two Roads associates to Hyatt."
Two Roads' brands are expected to join the World of Hyatt loyaltyprogram in the near future, expanding opportunities for World of Hyattmembers to earn and redeem points across more leisure-focused stay options andalso driving hotel occupancy from a loyal group of travelers who spend more,stay more and book directly.
Updated Outlook Information
Prior to closing the transaction, the basepurchase price for the acquisition was revised to $405 million from $480million, and the aggregate potential additional consideration from Hyatt wasrevised to $96 million from $120 million. The revised consideration reflectsthe exclusion of certain properties from the transaction, including propertiesnot operated under the Two Roads brands and properties that will continue to bemanaged or licensed directly by an affiliate of sellers. The total purchaseprice reflects an EBITDA multiple of approximately 12x stabilized 2021earnings, which Hyatt considers the best indicator of valuation based onanticipated synergies and growth.
As a result of the revised transaction terms, Hyatt expects the 2019 AdjustedEBITDA contribution prior to non-recurring integration-related costs to beapproximately $20-25 million. This compares to a prior estimate of approximately$25 million to $30 million. After including integration costs, the netcontribution to 2019 Adjusted EBITDA is expected to be flat to $5 million.
Goldman Sachs & Co.LLC served as exclusive financial advisor to Hyatt; Moelis & Company LLCserved as exclusive financial advisor to Two Roads Hospitality; Latham &Watkins LLP served as legal counsel to Hyatt; Skadden, Arps, Slate, Meagher& Flom LLP served as legal counsel to Two Roads Hospitality.
The term "Hyatt" isused in this release for convenience to refer to Hyatt Hotels Corporationand/or one or more of its affiliates. Hyatt plans to include Two Roads'properties in its World of Hyatt loyalty program, but such properties are notcurrently participating.
About Hyatt HotelsCorporation
HyattHotels Corporation, headquartered in Chicago, is a leading global hospitalitycompany with a portfolio of 14 premier brands. As of September 30, 2018, theCompany's portfolio included more than 750 properties in more than 55 countriesacross six continents. The Company's purpose to care for people so they can betheir best informs its business decisions and growth strategy and is intendedto attract and retain top colleagues, build relationships with guests andcreate value for shareholders. The Company's subsidiaries develop, own,operate, manage, franchise, license or provide services to hotels, resorts,branded residences, vacation ownership properties, and fitness and spalocations, including under the Park Hyatt®, Miraval®, GrandHyatt®, Hyatt Regency®, Hyatt®, Andaz®, HyattCentric®, The Unbound Collection by Hyatt®, HyattPlace®, Hyatt House®, Hyatt Ziva™, HyattZilara™, Hyatt Residence Club® and Exhale® brandnames. On November 30, 2018, the Company expanded its hotel and resort portfoliowith the inclusion of 74 properties operating under the Alila®, Destination®,Joie de Vivre®, Thompson Hotels® and tommie™ brands. For moreinformation, please visit www.hyatt.com
Forward-Looking Statements in this press release, which arenot historical facts, are forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995. These statements include, butare not limited to, statements related to the Company's outlook, estimatedAdjusted EBITDA contribution of the transaction, estimated integration-relatedcosts of the transaction, plans, objectives, goals, expectations, beliefs,business strategies, future events, business conditions, business trends andexpectations, and involve known and unknown risks that are difficult topredict. As a result, our actual results, performance or achievements maydiffer materially from those expressed or implied by these forward-lookingstatements. In some cases, you can identify forward-looking statements by theuse 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 negativeof these terms or similar expressions. Such forward-looking statements arenecessarily based upon estimates and assumptions that, while consideredreasonable by us and our management, are inherently uncertain. Factors that maycause actual results to differ materially from current expectations include,among others, the risks discussed in the Company's filings with the SEC,including our annual report on Form 10-K and subsequent reports, which filingsare available from the SEC. We caution you not to place undue reliance on anyforward-looking statements, which are made only as of the date of this pressrelease. We do not undertake or assume any obligation to update publiclyany of these forward-looking statements to reflect actual results, newinformation or future events, changes in assumptions or changes in otherfactors affecting forward-looking statements, except to the extent required byapplicable law. If we update one or more forward-looking statements, noinference should be drawn that we will make additional updates with respect tothose or other forward-looking statements.