HYATT HOTELS CORPORATION (NYSE:H) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On December14, 2017, Hyatt Hotels Corporation (the “Company”) filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 3,369,493 shares of ClassB common stock, $0.01 par value per share, of the Company (the “ClassB Common Stock”). An aggregate of 2,093,515 shares of ClassB common stock, $0.01 par value per share, of the Company (the “ClassB Common Stock”) were converted into shares of ClassA common stock, $0.01 par value per share, of the Company (the “ClassA Common Stock”), in connection with the sale of an aggregate of 2,093,515 shares of ClassB Common Stock by certain selling stockholders into the public market to Rule 144 under the Securities Act of 1933, as amended. An additional 1,275,978 shares of ClassB Common Stock were converted into shares of ClassA Common Stock in connection with the previously disclosed repurchase by the Company of an aggregate of 1,275,978 shares of ClassB Common Stock from certain selling stockholders, which closed on November9, 2017 and November14, 2017. The Company’s Amended and Restated Certificate of Incorporation requires that any shares of ClassB Common Stock that are converted into shares of ClassA Common Stock be retired and may not be reissued.
Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 3,369,493 shares. The total number of authorized shares of the Company is now 1,412,748,249, such shares consisting of 1,000,000,000 shares designated ClassA Common Stock, 402,748,249 shares designated ClassB Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share. A copy of the Certificate of Retirement is attached as Exhibit 3.1 hereto.
On December14, 2017, the Company announced that its Board of Directors has authorized the repurchase of up to an additional $750million of the Company’s common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including to a Rule 10b5-1 plan, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. The common stock repurchase program applies to the Company’s ClassA Common Stock and/or the Company’s ClassB Common Stock. The common stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.
On December14, 2017, the Company also announced that the Company sold the Hyatt Regency Monterey Hotel and Spa in Monterey, California for approximately $60million, and the receipt of approximately $217million of net cash proceeds in connection with the previously announced sale of Avendra LLC to Aramark Corporation.
The full text of the press release is attached as Exhibit 99.1 hereto.
| Item 5.03 | Financial Statements and Exhibits |
Hyatt Hotels Corp ExhibitEX-3.1 2 d444098dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF RETIREMENT OF 3,…To view the full exhibit click here
About HYATT HOTELS CORPORATION (NYSE:H)
Hyatt Hotels Corporation is a global hospitality company. The Company develops, owns, operates, manages, franchises, licenses or provides services to a portfolio of properties, consisting of full service hotels, select service hotels, resorts and other properties, including timeshare, fractional and other forms of residential and vacation properties. The Company operates through four segments: Owned and leased hotels; Americas management and franchising; Southeast Asia, China, Australia, South Korea and Japan (ASPAC) management and franchising, and Europe, Africa, the Middle East and Southwest Asia (EAME/SW Asia) management. The Company’s hotel portfolio consists of approximately 600 properties (over 159,340 rooms). The Company’s full service hotels and resorts operate under six brands: Park Hyatt, Grand Hyatt, Andaz, Hyatt Regency, Hyatt Centric and Hyatt. The Company’s two select service brands include Hyatt Place and Hyatt House.
