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DEBT | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
DEBT | DEBT At June 30, 2025 and December 31, 2024, we had $6,034 million and $3,782 million, respectively, of total debt, which included $407 million and $456 million, respectively, recorded in current maturities of long-term debt on our condensed consolidated balance sheets. Delayed Draw Term Loan Facility—During the three months ended June 30, 2025, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility (the "DDTL Facility") and borrowed $1,700 million (the "DDTL Loans"). We received approximately $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Hotels Acquisition (see Note 7), repay certain indebtedness of Playa Hotels and its subsidiaries as described below, and pay related fees and expenses. The DDTL Loans mature in 2028 and bear interest, at our option, at a base rate plus a range of 0.000% to 0.425% per annum, depending on our debt ratings, or Term Secured Overnight Financing Rate ("SOFR") plus a range of 0.815% to 1.425% per annum, depending on our debt ratings. Pursuant to the terms of the credit agreement, the occurrence of certain events triggers mandatory prepayment of the DDTL Loans. We will use the proceeds from our planned disposition of the Playa Hotels Portfolio to repay the DDTL Loans upon sale (see Note 7). Senior Notes Issuances—During the six months ended June 30, 2025, we issued $500 million of 5.050% senior notes due 2028 at an issue price of 99.905% (the "2028 Notes") and $500 million of 5.750% senior notes due 2032 at an issue price of 99.936% (the "2032 Notes"). We received approximately $990 million of net proceeds from the sale, after deducting $10 million of underwriting discounts and other offering expenses. We used the net proceeds from the issuance to fund a portion of the purchase consideration for the Playa Hotels Acquisition (see Note 7). Interest is payable semi-annually on March 30 and September 30 of each year, beginning on September 30, 2025. During the three months ended June 30, 2024, we issued $450 million of 5.250% senior notes due 2029 at an issue price of 99.496% and $350 million of 5.500% senior notes due 2034 at an issue price of 98.860%. We received approximately $786 million of net proceeds from the sale, after deducting $14 million of underwriting discounts and other offering expenses. We used the net proceeds from the issuance to repay the outstanding balance on the $750 million of 1.800% senior notes due 2024 at maturity. Interest is payable semi-annually on June 30 and December 30 of each year. Senior Notes Repayment—During the six months ended June 30, 2025, we repaid the outstanding $450 million of 5.375% senior notes due 2025 (the "2025 Notes") at maturity for approximately $460 million, inclusive of $10 million of accrued interest. Playa Hotels Term Loan Repayment—In conjunction with the Playa Hotels Acquisition, we repaid the outstanding balance of an assumed term loan for approximately $1,078 million, inclusive of $3 million of accrued interest, on the acquisition date (see Note 7). Variable Rate Mortgage Loan—During the year ended December 31, 2024, we assumed a €50 million secured mortgage loan through a facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") in conjunction with the acquisition of three Alua hotels. The variable rate loan, which had approximately $59 million and $52 million outstanding at June 30, 2025 and December 31, 2024, respectively, matures in 2031. Additionally, we assumed €38 million of interest rate swaps with BBVA that expire in 2029 and reduce our exposure to fluctuations in the Euro Interbank Offered Rate. The interest rate swaps are remeasured at fair value on a recurring basis and are classified as Level Two in the fair value hierarchy. The fair values of the interest rate swaps are estimated using an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rates and yield curves. At both June 30, 2025 and December 31, 2024, the fair values of the interest rate swaps were insignificant. Variable Rate Term Loan—During the three months ended June 30, 2024, we entered into a credit agreement with Bank of America to correspond with the total amount of the secured financing receivable we issued to the buyer in conjunction with the sale of Park Hyatt Zurich (see Note 7) for a CHF 41 million variable rate term loan, which matures in 2029. At June 30, 2025 and December 31, 2024, we had approximately $51 million and $45 million, respectively, outstanding. Revolving Credit Facility—During both the six months ended June 30, 2025 and June 30, 2024, we had no borrowings or repayments on our revolving credit facility. At both June 30, 2025 and December 31, 2024, we had no balance outstanding. At June 30, 2025, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding. Fair Value—We estimated the fair value of debt, which consists of the senior unsecured notes below (collectively, the "Senior Notes") and other long-term debt, excluding finance leases. •$400 million of 4.850% senior notes due 2026 •$600 million of 5.750% senior notes due 2027 •$400 million of 4.375% senior notes due 2028 •$500 million of 5.050% senior notes due 2028 •$600 million of 5.250% senior notes due 2029 •$450 million of 5.750% senior notes due 2030 •$450 million of 5.375% senior notes due 2031 •$500 million of 5.750% senior notes due 2032 •$350 million of 5.500% senior notes due 2034 Our Senior Notes are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. We estimated the fair value of other debt instruments using a discounted cash flow analysis based on current market inputs for similar types of arrangements. Based on the lack of available market data, we have classified our other debt instruments, DDTL Facility, and revolving credit facility, if applicable, as Level Three in the fair value hierarchy. The primary sensitivity in these models is based on the selection of appropriate discount rates. Fluctuations in our assumptions will result in different estimates of fair value.
| June 30, 2025
| Carrying value |  | Fair value |  | Quoted prices in active markets for identical assets (Level One) |  | Significant other observable inputs (Level Two) |  | Significant unobservable inputs (Level Three)
Debt (1) | $ | 6,070 |  |  | $ | 6,151 |  |  | $ | — |  |  | $ | 4,303 |  |  | $ | 1,848 |
(1) Excludes $22 million of finance lease obligations, of which $1 million and $18 million were assumed as part of the Playa Hotels Acquisition and classified as current liabilities held for sale and long-term liabilities held for sale, respectively (see Note 7), and $39 million of unamortized discounts and deferred financing fees.
| December 31, 2024
| Carrying value |  | Fair value |  | Quoted prices in active markets for identical assets (Level One) |  | Significant other observable inputs (Level Two) |  | Significant unobservable inputs (Level Three)
Debt (2) | $ | 3,805 |  |  | $ | 3,813 |  |  | $ | — |  |  | $ | 3,695 |  |  | $ | 118 |
(2) Includes the 2025 Notes and excludes $4 million of finance lease obligations and $27 million of unamortized discounts and deferred financing fees.

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