Hyatt to Expand Brand FootPrint and Pipeline with Acquisition of Two Roads Hospitality

Addition of
Alila, Destination, Joie de Vivre, Thompson and tommie brands to the Hyatt
portfolio�will
strengthen Hyatt’s lifestyle and wellbeing offerings for high-end travelers
worldwide

 

HONG KONG, CHINA – Media OutReach – October 9, 2018 – Hyatt Hotels Corporation (NYSE:
H) today announced an agreement to acquire Two Roads Hospitality,
an international lifestyle hotel management company with a unique collection of
distinctive brands, properties and a robust development pipeline around the
globe.

 

Through the addition of Two Roads, its
established lifestyle brands and the management agreements for the majority of
its 85 properties in eight countries, Hyatt will expand its brand presence into
23 new markets
while enhancing its offerings in lifestyle hotel experiences and wellbeing.
With Two Roads and its distinctive collection of lifestyle hotels, resorts and
vacation residences, Hyatt will offer an expanded and more powerful portfolio
of brands with best-in-class offerings to deliver compelling experiences and
benefits for guests and World of Hyatt members, expand its relationship with valued hotel
owners, and drive growth for shareholders.

 

“Hyatt and Two Roads share a commitment
to genuine care and delivering distinctive experiences to discerning travelers.
We are pleased to be coming together, and are dedicated to learning from each
other and taking the best of both organizations forward,” said Mark
Hoplamazian, president and chief executive officer, Hyatt Hotels Corporation.
“Two Roads’ passionate team members, strong brands, global footprint and robust
development pipeline will expand our lifestyle offerings and grow Hyatt’s brand
presence in more places where our guests and World of Hyatt members want to
travel. Importantly, combining Two Roads’ meaningful brand presence and
development plans in Asia with Hyatt’s already strong position in this region
will allow us to accelerate expansion in this critically important and
fast-growing part of the world.”

 

The acquisition consists of a base purchase price of
$480 million, with the potential for Hyatt to invest up to an additional $120
million in the aggregate, contingent on the outcome of certain terms to be
individually defined after closing. The base plus contingent total purchase
price is expected to reflect an EBITDA multiple
of approximately 12-13x stabilized 2021 earnings, which Hyatt considers the
best indicator of valuation based on anticipated synergies and growth.

 

Consistent
with Hyatt’s long-term growth strategy to drive shareholder value, this
investment in a high-growth, capital-light platform accelerates Hyatt’s evolution
to a more fee-driven enterprise, funded by proceeds from an asset disposition
program in which real estate has been monetized at an average multiple of
approximately 16.5x EBITDA to date. Notably, Hyatt is making this growth
investment in a year in which it has committed to return approximately $800
million of shareholder capital through a combination of share repurchases and a
cash dividend.

After the close of the transaction,
which is expected later this year, Hyatt will create a dedicated lifestyle division as a
catalyst to bring together the operations of Two Roads’ and Hyatt’s lifestyle
brands. “Hyatt is an ideal home for us as we share many values and a deep
commitment to thoughtful growth and creating compelling experiences for our
guests,” said Jamie Sabatier, chief executive officer, Two Roads Hospitality.
“Hyatt’s unique position in the marketplace brings with it the powerful benefit
of global scale while maintaining meaningful personal relationships with team
members, guests and owners.”

 

Hyatt will provide additional
information related to the acquisition, including a preliminary estimate of
2019 earnings accretion, on its third quarter earnings call scheduled for
October 31, 2018. Hyatt plans to integrate Two Roads brands into the World of
Hyatt program in 2019, 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.

 

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 June 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. For more information, please visit
www.hyatt.com

 

About Two Roads
Hospitality

Created in
September 2016, Two Roads Hospitality is an international lifestyle company
encompassing an unrivaled collection of distinctive properties, passionate
people, and remarkable experiences around the globe. The company is named for
the recently-merged Commune and Destination Hotels, bringing together over 40
years of combined expertise exclusively dedicated to the boutique and lifestyle
space. Comprised of Joie de Vivre Hotels, Thompson Hotels, Destination Hotels,
tommie and Alila Hotels & Resorts, the company is the leading operator of
independent hotels with more than 85 properties in eight countries and growing,
also boasting an extensive roster of award-winning restaurants and bars,
stunning vacation residences, world-class golf courses, and indigenous spa and
wellness offerings. For more information on Two Roads Hospitality, visit www.tworoadshotels.com, follow us
on Twitter @TwoRoadsHotels, or like us on Facebook.

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 plans, objectives,
goals, expectations, beliefs, business strategies, future events, business
conditions, business trends and expectations with respect to, among other
things, the time schedule to complete the transaction and certain post-closing
matters, the impact of the transaction on consolidated Adjusted EBITDA and
earnings accretion, and the integration of acquired properties into the World
of Hyatt loyalty program, 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, general economic uncertainty in key
global markets and a worsening of global economic conditions or low levels of
economic growth; the rate and the pace of economic recovery following economic
downturns; 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 future bookings; loss of key personnel; hostilities,
or fear of hostilities, including future terrorist attacks, that affect travel;
travel-related accidents; natural or man-made disasters such as earthquakes,
tsunamis, tornadoes, hurricanes, floods, wildfires, oil spills, nuclear
incidents, and global outbreaks of pandemics or contagious diseases or fear of
such outbreaks; our ability to successfully achieve certain levels of operating
profits at hotels that have performance guarantees in favor of our third-party
owners; the impact of hotel renovations and redevelopments; risks associated
with our capital allocation plans and common stock repurchase program and other
forms of shareholder capital return, including the risk that our common stock
repurchase program could increase volatility and fail to enhance stockholder
value; our intention to pay a quarterly cash dividend and the amounts thereof,
if any; 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 colleagues and labor unions and changes in labor laws; the
financial condition of, and our relationships with, third-party property
owners, franchisees, and hospitality venture partners; the possible inability
of third-party owners, franchisees, or development partners to access capital
necessary to fund current operations or implement our plans for growth; risks
associated with potential acquisitions and dispositions and the introduction of
new brand concepts; the timing of acquisitions and dispositions; failure to
successfully complete proposed transactions (including the failure to satisfy
closing conditions or obtain required approvals); our ability to successfully
execute on our strategy to reduce our real estate asset base within targeted
timeframes and at expected values; declines in the value of our real estate
assets; unforeseen terminations of our management or franchise agreements;
changes in federal, state, local, or foreign tax law; the impact of changes in
the tax code as a result of recent U.S. federal income tax reform and
uncertainty as to how some of those changes may be applied; 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 such
markets; changes in the competitive environment in our industry, including as a
result of industry consolidation, and the markets where we operate; our ability
to successfully grow the World of Hyatt loyalty program and the level of
acceptance of the program by our guests; cyber incidents and information
technology failures; outcomes of legal or administrative proceedings;
violations of regulations or laws related to our franchising business; and
other risks discussed in the Company’s filings with the SEC, including our
annual report on Form 10-K, 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.