XML 27 R16.htm IDEA: XBRL DOCUMENT
v3.25.1

ACQUISITIONS AND DISPOSITIONS | 3 Months Ended
--- | ---
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Acquisitions Bahia Principe—During the year ended December 31, 2024, we completed the Bahia Principe Transaction (see Note 4) for €419 million of base consideration, including €60 million of deferred consideration payable at future dates. The consideration was subject to customary adjustments related to working capital, cash, and indebtedness, and we may pay additional variable contingent consideration through 2034 primarily related to the achievement of certain milestones for the development of additional hotels to be managed by the joint venture. The contingent consideration is payable at each hotel opening and is based on a multiple of stabilized base and incentive management fee revenues, and therefore, we are unable to reasonably estimate our maximum potential future consideration. We closed on the transaction on December 27, 2024, paid cash of €359 million (approximately $374 million), and accounted for the transaction as a business combination as we are the primary beneficiary of the VIE (see Note 4). Upon acquisition, we recorded a $58 million deferred consideration liability at fair value, of which $20 million was recorded in accrued expenses and other current liabilities and $38 million was recorded in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a discounted future cash flow model and includes assumptions and judgments regarding the discount rate, which is primarily a Level Three assumption. We also recorded a $33 million contingent consideration liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a discounted future cash flow model and includes assumptions and judgments regarding the discount rate, estimated probability of achieving the hotel development milestones, and expected amount and timing of payments, which are primarily Level Three assumptions. Total purchase consideration was determined as follows:
Cash paid, net of cash acquired | $ | 372 |
Cash acquired | 2 |
Fair value of deferred consideration | 58 |
Fair value of contingent consideration | 33 |
Total purchase consideration | $ | 465 |
The acquisition includes management and hotel services agreements for operating hotels and the Bahia Principe trade name. In addition, the acquisition contemplates the future management of undeveloped Bahia Principe Hotels & Resorts-branded properties. Following the acquisition date, fee revenues and operating expenses of Bahia Principe were recognized on our condensed consolidated statements of income. Our condensed consolidated balance sheets at both March 31, 2025 and December 31, 2024 reflect preliminary estimates of the fair value of the assets acquired, liabilities assumed, and the noncontrolling interest in the entity based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted future cash flow models or the relief from royalty method, both of which include revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The fair value of the noncontrolling interest related to the equity interests in the VIE held by our venture partner was estimated based on 50% of the enterprise value of the entity. The remaining assets and liabilities were recorded at their carrying values, which approximate their fair values. During the three months ended March 31, 2025, the fair values of certain assets acquired and liabilities assumed as well as the noncontrolling interest in the entity were revised. The measurement period adjustments primarily resulted from further evaluation of the contracts entered into upon acquisition and included the recognition of additional intangibles that were separately identifiable from goodwill as well as the related tax impacts that existed at the acquisition date. Measurement period adjustments recorded on our condensed consolidated balance sheet at March 31, 2025 include a $183 million increase in intangibles, net, a $47 million increase in other long-term liabilities, and a $5 million increase in the noncontrolling interest, all of which resulted in a corresponding $131 million decrease in goodwill. During the three months ended March 31, 2025, we recognized an insignificant amount of amortization expense on our condensed consolidated statements of income that would have been recognized during the year ended December 31, 2024, if the measurement period adjustments would have been made as of the acquisition date. We will continue to evaluate the contracts acquired and the underlying inputs and assumptions used in our valuation of assets acquired, liabilities assumed, and the noncontrolling interest in the entity. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition. The following table summarizes the preliminary fair value of the acquired VIE (see Note 4) and other separately identifiable net assets acquired at the acquisition date:
Cash and cash equivalents | $ | 2 |
Receivables (1) | 15 |
Operating lease right-of-use assets | 1 |
Goodwill (2) | 205 |
Indefinite-lived intangibles (3) | 84 |
Management and hotel services agreement intangibles (4) | 616 |
Other assets (5) | 50 |
Total assets acquired | $ | 973 |
Accounts payable (1) | $ | 15 |
Accrued expenses and other current liabilities | 1 |
Long-term operating lease liabilities | 1 |
Other long-term liabilities (5) | 209 |
Total liabilities assumed | $ | 226 |
Noncontrolling interest | $ | 282 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 465 |
(1) Relates to value added taxes. We recorded an offsetting payable as amounts to be received are due to a third-party. (2) The goodwill is attributable to the growth opportunities we expect to realize by expanding our all-inclusive resort offerings. Goodwill is not tax deductible. At March 31, 2025, we have not completed the assignment of goodwill to reporting units. (3) Relates to the Bahia Principe brand name. (4) Amortized over useful lives of approximately 25 to 31 years, with a weighted-average useful life of approximately 28 years. (5) Represents an indemnification asset that we expect to collect under contractual agreements for $50 million of pre-acquisition tax liabilities, which were recorded in other long-term liabilities, related to certain foreign filing positions, including interest (see Note 8 and Note 10). Standard International—During the year ended December 31, 2024, we acquired 100% of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $150 million of base consideration, subject to customary adjustments related to working capital, cash, and indebtedness, and up to an additional $185 million of contingent consideration to be paid upon the achievement of certain milestones related to the development of additional hotels and/or potential new hotels identified by the sellers through 2028. We closed on the transaction on October 1, 2024 and paid $151 million of cash. Upon acquisition, we recorded a $108 million contingent consideration liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a Monte Carlo simulation to model the likelihood of achieving the agreed-upon milestones based on available information as of the acquisition date. The valuation methodology includes assumptions and judgments regarding the discount rate, estimated probability of achieving the milestones, and expected timing of payments, which are primarily Level Three assumptions. Total purchase consideration was determined as follows:
Cash paid, net of cash acquired | $ | 148 |
Cash acquired | 3 |
Fair value of contingent consideration | 108 |
Total purchase consideration | $ | 259 |
The acquisition includes management, franchise, and license agreements for both operating and additional hotels that are expected to open in the future and the affiliated trade names. Following the acquisition date, fee revenues and operating expenses of Standard International were recognized on our condensed consolidated statements of income. Our condensed consolidated balance sheets at both March 31, 2025 and December 31, 2024 reflect preliminary estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted future cash flow models or the relief from royalty method, both of which include revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The fair values of performance guarantee liabilities assumed were estimated using Monte Carlo simulations to model the probability of possible outcomes (see Note 12). The valuation methodology includes assumptions and judgments regarding discount rates, volatility, and hotel operating results, which are primarily Level Three assumptions. The remaining assets and liabilities were recorded at their carrying values, which approximate their fair values. During the three months ended March 31, 2025, the fair values of certain assets acquired and liabilities assumed were revised. The measurement period adjustments primarily resulted from the refinement of certain assumptions, including contract terms, renewal periods, and useful lives, which affected the underlying cash flows in the valuation, and were based on facts and circumstances that existed at the acquisition date. Measurement period adjustments recorded on our condensed consolidated balance sheet at March 31, 2025 include a $41 million decrease in intangibles, net with a corresponding increase in goodwill. During the three months ended March 31, 2025, we recognized an insignificant reduction of amortization expense on our condensed consolidated statements of income for the amount that would have not been recognized during the year ended December 31, 2024, if the measurement period adjustments would have been made as of the acquisition date. We will continue to evaluate the contracts acquired and the underlying inputs and assumptions used in our valuation of assets acquired and liabilities assumed. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition. The following table summarizes the preliminary fair value of the identifiable net assets acquired at the acquisition date:
Cash and cash equivalents | $ | 3 |
Receivables | 4 |
Operating lease right-of-use assets | 6 |
Goodwill (1) | 127 |
Indefinite-lived intangibles (2) | 88 |
Management and franchise agreement intangibles (3) | 51 |
Total assets acquired | $ | 279 |
Accounts payable | $ | 1 |
Accrued expenses and other current liabilities | 1 |
Accrued compensation and benefits | 3 |
Current operating lease liabilities | 1 |
Long-term operating lease liabilities | 5 |
Other long-term liabilities | 9 |
Total liabilities assumed | $ | 20 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 259 |
(1) The goodwill, which is primarily tax deductible and recorded on the management and franchising segment, is attributable to the growth opportunities we expect to realize by enhancing our lifestyle portfolio and offering immersive brand experiences. (2) Relates to The Standard, Bunkhouse Hotels, and The Manner brand names. (3) Amortized over useful lives of approximately 5 to 25 years, with a weighted-average useful life of approximately 18 years. Planned Acquisition Playa Hotels—On February 9, 2025, we agreed to acquire all of the outstanding shares of Playa Hotels, a leading owner, operator, and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations. Pursuant to the purchase agreement, Hyatt has commenced a tender offer to purchase all of the issued and outstanding ordinary shares at a cash price of $13.50 per share, for an enterprise value of approximately $2,600 million, including approximately $900 million of debt, net of cash acquired (the "Playa Hotels Acquisition"). We are currently the beneficial owner of 9.4% of Playa Hotels' outstanding shares (see Note 4). We intend to finance the acquisition using net proceeds from the 2028 Notes and 2032 Notes (see Note 9) and from a $1,700 million delayed draw term loan facility provided by a credit agreement with a syndicate of lenders that we entered into on April 11, 2025. Dispositions Hyatt Regency Aruba Resort Spa and Casino—During the three months ended March 31, 2024, we sold the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino to an unrelated third party and accounted for the transaction as an asset disposition. We received $173 million of proceeds, net of cash disposed, closing costs, and proration adjustments, and issued a $41 million unsecured financing receivable with an initial maturity date of five years (see Note 5). Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $172 million pre-tax gain, which was recognized in gains on sales of real estate and other on our condensed consolidated statements of income during the three months ended March 31, 2024. In connection with the disposition, we recognized a $15 million goodwill impairment charge in asset impairments on our condensed consolidated statements of income during the three months ended March 31, 2024. The assets disposed represented the entirety of the reporting unit and therefore, no business operations remained to support the related goodwill, which was therefore impaired. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration