SecProbe.io

March 4, 2025
Mark Hoplamazian
President and Chief Executive Officer
Hyatt Hotels Corporation
150 North Riverside Plaza, 8th Floor
Chicago, Illinois 60606
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 Mark Hoplamazian:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.”
We note that you have checked the box on the cover page of the Schedule TO
indicating that the filing also reflects an amendment to Schedule 13D under Rule 13d-2.

March 4, 2025
Page 2
2. Accordingly, the information called for by the fourteen disclosure items on the
cover page of Schedule 13D must be provided on the cover page of the combined
filing with respect to each filing person. To the extent applicable, please provide such
disclosure in future filings. Refer to General Instruction G of Schedule TO.
Withdrawal Rights, page 23
3.Refer to your disclosure on page 24 that “[a]ll questions as to the form and validity
(including time of receipt) of any notice of withdrawal will be determined by Buyer,
in its sole discretion, whose determination will be final and binding.” Please revise to
remove the implication that security holders may not challenge such determinations in
a court of competent jurisdiction.
Source and Amount of Funds, page 36
4.We note that the Bridge Facility and the Term facility may bear interest at “ABR plus
a range of 0.000% to 0.425% per annum.” Revise to disclose the alternate base rate
for each of the Bridge Facility and the Term Facility. In addition, revise to disclose
plans for repayment of both facilities. Refer to Item 1007(d) of Regulation M-A.
5.Disclosure indicates that "other terms and provisions that have been agreed with the
Commitment Parties [regarding the Bridge Facility and the Term Facility] are set forth
on the term sheets and in the forms of agreement attached as exhibits to the Debt
Commitment Letter." However, such exhibits have been omitted from the Debt
Commitment Letter filed as exhibit (b). Please revise or advise.
The Transaction Agreements, page 50
6.We note your disclosure on page 69 that “[t]he failure by Parent or Buyer at any time
to exercise any of the foregoing rights is not to be deemed a waiver of any such right
and each such right will be deemed an ongoing right that may be asserted at any time
and from time to time.” If an event triggers a listed offer condition, and you determine
to proceed with the offer anyway, you have waived the offer condition. When an offer
condition is triggered by events that occur during the offer period and before the
expiration of the offer, you should inform security holders how you intend to proceed
promptly, rather than waiting until the end of the offer period, unless the condition is
one where satisfaction of the condition may be determined only upon expiration.
Please confirm your understanding supplementally.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.

March 4, 2025
Page 3
            Please direct any questions to Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions