Hyatt Completes Acquisition of Two Roads Hospitality

Addition of Alila, Destination, Joie de Vivre, Thompson and
tommie brands�expands
Hyatt’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

 

HONG
KONG, CHINA - Media
OutReach – December 4, 2018 – 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.

 

Alila Yangshuo

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.