Hyatt Completes Acquisition of Two Roads Hospitality

CHICAGO–(BUSINESS WIRE)–Hyatt
Hotels Corporation
(NYSE: H) today announced that Hyatt has
completed the previously announced acquisition of Two
Roads Hospitality
, a lifestyle hotel management company with a
unique collection of distinctive brands, outstanding properties and a
significant global development 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 and license
agreements for 74 open and operating hotels across North
America and Asia, and a robust pipeline of signed management agreements.
As part of the acquisition, Hyatt is establishing a new dedicated
lifestyle division to combine the operations of Two Roads’ and Hyatt’s
lifestyle brands.

“We will leverage the shared expertise of Hyatt and Two Roads across our
powerful combined portfolio of 19 brands to bring best-in-class
offerings for guests around the globe,” said Mark Hoplamazian, president
and CEO, Hyatt Hotels Corporation. “For hotel owners, our platform will
deliver opportunities for enhanced operational excellence and financial
performance. We are pleased to have completed this exciting transaction,
and we welcome Two Roads associates to Hyatt.”

Two Roads’ brands are expected to join the World of Hyatt loyalty
program in the near future, expanding opportunities for World of Hyatt
members to earn and redeem points across more leisure-focused stay
options and also 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 base purchase price for the
acquisition was revised to $405 million from $480 million, and the
aggregate potential additional consideration from Hyatt was revised to
$96 million from $120 million. The revised consideration reflects the
exclusion of certain properties from the transaction, including
properties not operated under the Two Roads brands and properties that
will continue to be managed or licensed directly by an affiliate of
sellers. The total purchase price reflects an EBITDA multiple of
approximately 12x stabilized 2021 earnings, which Hyatt considers the
best indicator of valuation based on anticipated synergies and growth.

As a result of the revised transaction terms, Hyatt expects the 2019
Adjusted EBITDA contribution prior to non-recurring integration-related
costs to be approximately $20-25 million. This compares to a prior
estimate of approximately $25 million to $30 million. After including
integration costs, the net contribution 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 LLC served 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” is used in this release for convenience to refer to
Hyatt Hotels Corporation and/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 not currently participating.

About Hyatt Hotels Corporation

Hyatt Hotels Corporation, headquartered in Chicago, is a leading global
hospitality company with a portfolio of 14 premier brands. As of
September 30, 2018, the Company’s portfolio included more than 750
properties in more than 55 countries across six continents. The
Company’s purpose to care for people so they can be their best informs
its business decisions and growth strategy and is intended to attract
and retain top colleagues, build relationships with guests and create
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 spa locations, including under the Park Hyatt®, Miraval®, Grand
Hyatt®
, Hyatt Regency®, Hyatt®, Andaz®, Hyatt
Centric®
, The Unbound Collection by Hyatt®, Hyatt
Place®
, Hyatt House®, Hyatt Ziva
, Hyatt
Zilara
, Hyatt Residence Club® and Exhale® brand
names. On November 30, 2018, the Company expanded its hotel and resort
portfolio with the inclusion of 74 properties operating under the
Alila®, Destination®, Joie de Vivre®, Thompson Hotels® and tommie
brands. For more information, please visit www.hyatt.com

FORWARD-LOOKING STATEMENTS

Forward-Looking Statements in this press release, which are not
historical facts, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements related to the Company’s
outlook, estimated Adjusted EBITDA contribution of the transaction,
estimated integration-related costs of the transaction, plans,
objectives, goals, expectations, beliefs, business strategies, future
events, business conditions, business trends and expectations, and
involve known and unknown risks that are difficult to predict. As a
result, 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 risks discussed in the Company’s filings with the SEC,
including our annual report on Form 10-K and subsequent reports, which
filings are available from the SEC. We caution you not to place undue
reliance on any forward-looking statements, which are made only as of
the date of this press release.
We do not undertake or assume any
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 law. 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.

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