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 Blake Grady Division of
Corporation Finance Office of Mergers & Acquisitions
 U.S. Securities and Exchange Commission 100 F Street, N.E.
 Washington, DC 20549-6010 Attention:

 Re:
 Hyatt Hotels Corporation
 Playa Hotels & Resorts N.V.
 Schedule TO-T filed February 24, 2025 by Hyatt Hotels Corporation
 File No. 005-89908
 Dear Mr. Grady: On behalf of our client,
Hyatt Hotels Corporation (“ Parent ”), we submit this letter in response to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received by letter dated
March 4, 2025, concerning the above referenced Schedule TO-T (as previously amended or supplemented, the “ Schedule TO ”) filed with the Commission on February 24, 2025 by Parent and
HI Holdings Playa B.V. (the “ Buyer ”). In conjunction with this letter, Parent and Buyer are filing Amendment No. 2
to the Schedule TO (“ Amendment No. 2 ”). The Amendment No. 2 reflects revisions made in response to the comments of the Staff.
 For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. Parent has
also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Schedule TO.

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 Schedule TO-T filed February 24, 2025; Offer to
Purchase General

 1.
 Please provide us with a legal analysis explaining why Rule 13e-3
is inapplicable to the transaction. In your response, please address why Parent should not be considered an “affiliate,” as defined in Rule 13e-3(a)(1), given that, among other matters: Parent
beneficially owns 9.4% of Playa’s outstanding shares; provisions in Parent’s franchise agreements with Playa give Parent the right to terminate such agreements if certain persons obtain and retain more than a specified percentage of
Playa’s ordinary shares; and approximately half of Playa’s owned resorts appear to be under Parent brands. Refer to the definition of “control” in Rule 12b-2, which include “the
possession... of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of securities, by contract or otherwise.”
 Response : Parent and Buyer acknowledge the Staff’s comment and respectfully advise the Staff that, after careful consideration of
Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), Rule 13e-3 does not apply to the current transaction because
(a) Parent does not control and is not an affiliate of Playa Hotels & Resorts N.V. (“ Playa ”), (b) Parent is not under common control with Playa, and (c) the Offer and other transactions contemplated by the
Purchase Agreement were negotiated at arm’s-length and do not implicate the policy concerns of Rule 13e-3 of the Exchange Act.
 Rule 13e-3 of the Exchange Act applies to transactions to acquire securities of an issuer by the
issuer or an affiliate of the issuer. Rule 13e-3(a)(1) defines an affiliate of an issuer as “a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under
common control with such issuer.” Rule 12b-2 of the Exchange Act defines “control” to include “the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” We note that the element of “control” that is fundamental to the concept of “affiliate” as defined by Rule 13e-3 is dependent upon specific facts and circumstances.

 (a)
 Parent does not control and is not an affiliate of Playa.
 Parent has no ability, directly or indirectly, to direct or cause the direction of the management or policies of Playa, through ownership of
voting securities, contract or otherwise. Thus, Parent does not control Playa and is not an affiliate of Playa.

 •

 Parent’s equity ownership of Playa is limited and does not give Parent control over the management and
policies of Playa . It is generally understood that beneficial ownership above 10% of a class of voting securities or having a right to appoint a director to a company’s board of directors requires special scrutiny of the facts and
circumstances of the relationship to determine whether or not a person is an affiliate—as described in this bullet point and the bullet point below, neither of these factors (ownership above 10% or board representation) exist with respect to
Parent’s relationship with Playa. As described in the section of the Offer to Purchase entitled “Certain Information Concerning Parent, Buyer and Certain Related Persons,” as of February 9, 2025 Parent beneficially owns
12,143,621 Shares, or 9.4%, of the issued and outstanding Shares, all of which are held in record name by Buyer. Parent is a

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long-term shareholder of Playa, as it first acquired Shares on July 15, 2013, prior to Playa becoming a public company. In connection with Playa’s business combination with Pace
Holdings Corporation in March 2017, Parent’s equity ownership of Shares was diluted and Parent indicated in Note 4 “Marketable Securities” to its 2017 audited financial statements included in its Form
 10-K filed on February 15, 2018 that “[a]s we no longer have the ability to significantly influence [Playa], our investment was recharacterized as an Available For Sale equity security in March
2017.” Parent has not acquired any Shares in exchange for additional cash investment since July 15, 2013 and its equity ownership has only increased or decreased, from time to time, due to Parent’s participation in Playa’s
warrant exchange offer in 2017 and fluctuations in the number of Playa’s outstanding Shares (which Parent had no control over). Parent’s current equity ownership of less than 10% of the outstanding Shares does not permit it to direct Playa
management or policies and Parent has included the statement noted above in Note 4 – “Marketable Securities” to its audited financial statements every year since 2017. Furthermore, this percentage ownership is not sufficient to enable
Parent, acting alone, to approve any action as a shareholder of Playa or to cause Playa to take any action. As disclosed in the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Playa’s preliminary
proxy statement on Schedule 14A filed on March 3, 2025, Parent is not Playa’s largest shareholder, and is only one of four separate, unaffiliated shareholders who each beneficially own between 8.6% and 9.8% of the outstanding Shares,
further indicating that Parent’s individual capability to approve any action as a shareholder or otherwise direct or cause the direction of the management and policies of Playa is limited. We also note that Playa includes the Shares
beneficially owned by Parent in its calculation of the market value of shares held by non-affiliates on the cover page of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2024, and Playa has advised Parent that it does not consider Parent or Buyer to be an “affiliate.”

 •

 Parent currently has no representation on, or ability to appoint or remove members of, the Playa Board and
previously voluntarily removed its representative from the Playa Board in August 2021 . Pursuant to a Shareholder Agreement dated as of March 10, 2017, by and among Playa, Buyer, TPG Pace Sponsor, LLC, Cabana Investors B.V. and Playa Four
Pack, L.L.C. (the “ Shareholder Agreement ”), Parent previously had the right to designate one director to the Playa Board for as long as Parent held more than 7,500,000 Shares. Despite the existence of this right, Parent waived this
right on August 18, 2021 and the Shareholder Agreement (and Parent’s board designation right) expired in May 2022. On August 18, 2021, Parent voluntarily removed its then-designee from the Playa Board and no Parent designee has been
appointed to the Playa Board since that time. Parent accordingly has had no access to nonpublic information and other materials

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available to Playa Board members since August 2021. Notably, Parent elected to remove its designee from the Playa Board at that time due to Parent’s view that its then-recently announced
proposed acquisition of Apple Leisure Group (which was thereafter consummated) resulted in Parent and Playa being in direct competition with one another (i.e., in stark contrast to an assertion that Parent and Playa may be affiliated with one
another), and therefore it was inappropriate for Parent to retain Board representation going forward. As Playa disclosed in its Current Report on Form 8-K filed with the SEC on August 20, 2021, Charles
Floyd, Parent’s designee on the Playa Board, “submitted his resignation from the Company’s board of directors on August 17, 2021, effective August 18, 2021, in order to avoid any perceived conflicts of interest resulting
from Hyatt Hotels’ recently proposed acquisition of Apple Leisure Group.” The Shareholder Agreement and the corresponding director designation right terminated by its terms in May 2022.

 •

 Parent is not an affiliate of any Playa management . Parent is not an affiliate of any of Playa’s
current executive officers. The Playa Board appoints the executive officers of Playa, and the Playa Board is independent from Parent. Parent has no input or oversight into the hiring, firing or compensation of, the directions or orders given to, or
any other matter related to, any of Playa’s employees, including its current executive officers.

 •

 Parent has no veto or other rights over Playa actions . Parent has no right, contractual or otherwise, to
veto any action of the Playa Board or Playa management or to require the Playa Board or Playa management to take or refrain from taking any action. There are no contractual or other arrangements between Parent and Playa granting Parent the power to
direct or cause the direction of management and policies of Playa.

 •

 Parent’s commercial and contractual relationships with Playa do not provide Parent with control of Playa
or any rights to access key information of or relating to Playa . Parent and its subsidiaries have a commercial relationship with Playa that is governed by franchise agreements and related service agreements with each Playa subsidiary that owns a
resort operating under one or both of the Hyatt All-Inclusive Resorts brands (“ Resort Owners ”). These agreements govern those specific resorts, and in that regard they (i) allow the
Resort Owners to use Parent’s hotel system for those resorts, (ii) set system standards to build or convert and operate such resorts and (iii) provide for Parent’s ongoing training, guidance, and marketing assistance to the
Resort Owners for such resorts. Parent acknowledges that these franchise agreements are material to Playa. Based on
information provided by Playa and reported in its Annual Report on Form 10-K for the period ended December 31, 2024, eight of the 24 properties owned and/or managed by Playa (which also represents eight
of the 16 properties owned by Playa), and approximately 37% of Playa’s owned and

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operated rooms, are Hyatt-branded and covered by the franchise agreements. Importantly, however, and regardless of whether Playa owns or manages the property, such franchise agreements do not
provide Parent with control of Playa. Under the franchise agreements, Parent’s role is limited to setting and enforcing its own brand standards and providing Playa with access to Parent’s system-wide components such as Parent’s
reservation system and loyalty program. Playa, as franchisee of these resorts, continues to operate and make all decisions relating to the management of its properties. Notably, these franchise agreements provide Parent (as franchisor) with far
fewer rights and access with respect to these resorts as compared to Parent’s hotel management agreements that it often enters into with other third parties—such management agreements typically give Parent the right to operate properties
as an agent of the third party property owner and make the material business decisions with respect to the property in exchange for a management fee. This level of managerial and operational oversight is not a feature of Parent’s
franchise agreements with Playa, which largely limit Parent’s and Playa’s relationship in respect of the applicable resorts to brand usage, guidance, training and ancillary assistance. Parent and Playa elected to govern their relationship
for these resorts under franchise agreements (instead of management agreements) because Playa—as an owner and operator of all-inclusive hotels—did not need Parent’s management and operational
oversight and expertise. Therefore, the parties intentionally limited Parent’s role accordingly. The franchise agreements do not
provide Parent with the power to direct or cause the direction of the management or policies of Playa as a whole. Specifically, the franchise agreements do not give Parent (i) any rights to have representatives on the Playa Board, (ii) any
right of first refusal or veto right with respect to a strategic transaction involving Playa, (iii) the ability to restrict or otherwise limit the operation of Playa’s business, other than certain property-level matters in a manner that is
consistent with Parent’s brand standards as set out in the relevant franchise agreements (and then solely with respect to eight of Playa’s properties), (iv) the ability to restrict or otherwise limit Playa’s ability to issue
securities, incur debt or otherwise raise capital to fund its operations, or (v) the ability to restrict or otherwise limit Playa’s ability to expand, reduce, or restructure its operations.
 Parent has no right, contractual or otherwise, to access any non-public information of Playa that
provides visibility or insight into Playa strategy, Playa-level financial information or other material matters that would be relevant to a potential purchaser of Playa. Parent has a limited right to financial information for each property (not for
Playa itself) for the purpose of confirming the calculation of franchise fees payable to Parent’s affiliates under the franchise agreements. However, Parent has never exercised its rights to require financial statements and other property level
reports from the Resorts Owners given that Playa is a strong, independent franchisee and operator.

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 Additionally, Parent’s franchise agreements with the Resort Owners and their respective
terms are consistent with Parent’s franchise agreements with other parties and are common in the hospitality industry—they do not provide Parent with meaningful contractual rights that are distinct from rights that would typically be found
in hotel franchise agreements. In this regard, Playa has similar relationships with third parties other than Parent, including Hilton Worldwide Holdings Inc. and Wyndham Hotels & Resorts, Inc., with respect to a majority of its properties.
 Parent’s franchise agreements with the Resort Owners give Parent the right to terminate such agreements in limited situations in
which Playa has breached the agreements. Specifically, Playa would breach the agreements and be subject to liquidated damage payments to Parent in the event that (i) certain competitors of Parent o