• Addition of Alila, Destination, Joie de Vivre, Thompson and tommie brands expands Hyatts 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

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 Hyatts 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 guided by its purpose – to care for people so they can be their best. As of September 30, 2023, the Company's portfolio included more than 1,300 hotels and all-inclusive properties in 76 countries across six continents. The Company's offering includes brands in the Timeless Collection, including Park Hyatt®, Grand Hyatt®, Hyatt Regency®, Hyatt®, Hyatt Vacation Club®, Hyatt Place®, Hyatt House®, Hyatt Studios, and UrCove; the Boundless Collection, including Miraval®, Alila®, Andaz®, Thompson Hotels®, Dream® Hotels, Hyatt Centric®, and Caption by Hyatt®; the Independent Collection, including The Unbound Collection by Hyatt®, Destination by Hyatt®, and JdV by Hyatt®; and the Inclusive Collection, including Impression by Secrets, Hyatt Ziva®, Hyatt Zilara®, Zoëtry® Wellness & Spa Resorts, Secrets® Resorts & Spas, Breathless Resorts & Spas®, Dreams® Resorts & Spas, Hyatt Vivid Hotels & Resorts, Alua Hotels & Resorts®, and Sunscape® Resorts & Spas. Subsidiaries of the Company operate the World of Hyatt® loyalty program, ALG Vacations®, Mr & Mrs Smith™, Unlimited Vacation Club®, Amstar DMC destination management services, and Trisept Solutions® technology services. 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. 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 when made, are inherently uncertain, and are subject to numerous assumptions and uncertainties, many of which are outside of Kiraku, Inc. or Hyatt's control, which could cause actual results, performance or achievements to differ materially from those expressed in or implied by such statements. Forward-looking statements made in this press release are made only as of the date of their initial publication and neither party undertakes an obligation to publicly update any of these forward-looking statements as actual events unfold, except to the extent required by applicable law. If one or more forward-looking statements is updated, no inference should be drawn that any additional updates will be made with respect to those or other forward-looking statements.