| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 18, 2022, Hyatt Hotels Corporation (the “Company”), as borrower, certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, Bank of America, National Association, as administrative agent (the “Administrative Agent”), Wells Fargo Bank, National Association, as syndication agent, BofA Securities, Inc., Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia, as joint bookrunners and co-lead arrangers, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Deutsche Bank AG New York Branch, Goldman Sachs Lending Partners LLC, PNC Bank, National Association, Truist Bank and U.S. Bank National Association, as co-documentation agents, and Credit Agricole Corporate and Investment Bank, Fifth Third Bank, National Association and Sumitomo Mitsui Banking Corporation, as co-senior managing agents, entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a $1.5 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”) that matures on May 18, 2027. As of May 18, 2022, no borrowings were outstanding under the Revolving Credit Facility.
The Credit Agreement refinances and replaces in its entirety that certain Second Amended and Restated Credit Agreement dated as of January 6, 2014 by and among the Company and Hotel Investors I, Inc., as co-borrowers, the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto, as the same had been amended from time to time. The Credit Agreement provides for the making of revolving loans to the Company in U.S. dollars and, subject to a sublimit of $250 million, certain other currencies and the issuance of up to $300 million of letters of credit for the account of the Company and its subsidiaries. The Company has the option during the term of the Revolving Credit Facility to increase the Revolving Credit Facility by an aggregate amount of up to an additional $500 million (provided that, among other things, new and/or existing lenders agree to provide commitments for this increased amount).
The Company may prepay the outstanding aggregate principal amount, in whole or in part, at any time, subject to certain restrictions and upon notice to the Administrative Agent. The Credit Agreement contains customary affirmative, negative and financial covenants, representations and warranties, and default provisions.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference. The Credit Agreement has been included as an exhibit to this filing to provide investors and security holders with information regarding its terms and is not intended to provide any other factual information about the Company or any of its subsidiaries. The representations and warranties in the Credit Agreement were made only for the purposes of the Credit Agreement, as of a specified date, and may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Credit Agreement are not necessarily characterizations of the actual state of facts concerning the Company or any of its subsidiaries at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the Securities and Exchange Commission.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this report is incorporated by reference into this Item 2.03.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
HHC 2022-2024 PSUs
On May 18, 2022, the Talent and Compensation Committee (the “Committee”) of the Board of Directors of the Company, in its capacity as Administrator of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, as amended, granted performance share units or “HHC 2022-2024 PSUs” pursuant to a Performance Share Unit Agreement approved by the Committee consistent with the form filed herewith as Exhibit 10.2 (the “HHC 2022-2024 PSU Agreement”). The HHC 2022-2024 PSUs are eligible to vest and be paid out in shares of Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock”) at the end of a three-year performance period beginning on January 1, 2022 and ending on December 31, 2024 or earlier upon the occurrence of a change in control of the Company, if earned, based on achievement of certain pre-determined goals (as approved by the Committee prior to the grant of the HHC 2022-2024 PSUs), and generally subject to the holder’s continued employment through the
