Obligation Hyatt Hotels Corp 3.375% ( US448579AE22 ) en USD

Hyatt Hotels Corp

99.52 % ⇌

Etats-unis

US448579AE22 ( en USD )

3.375% par an ( paiement semestriel )

15/07/2023 - Obligation échue

Prospectus brochure de l'obligation Hyatt Hotels Corp US448579AE22 en USD 3.375%, échue

2 000 USD

350 000 000 USD

448579AE2

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par Hyatt Hotels Corp ( Etats-unis ) , en USD, avec le code ISIN US448579AE22, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2023

L'Obligation émise par Hyatt Hotels Corp ( Etats-unis ) , en USD, avec le code ISIN US448579AE22, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Hyatt Hotels Corp ( Etats-unis ) , en USD, avec le code ISIN US448579AE22, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
424B2 1 d531884d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-176038

CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Title of Each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

per Note

Offering Price

Registration Fee(1)
3.375% Senior Notes due 2023

$350,000,000

99.498%

$348,243,000

$47,500.35

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. This "Calculation of Registration Fee" table shall be deemed to update the
"Calculation of Registration Fee" table in the Registrant's Registration Statement on
Form S-3 (File No. 333-176038).
1 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
Prospectus Supplement
(To prospectus dated August 4, 2011)

Hyatt Hotels Corporation
$350,000,000 3.375% Senior Notes due 2023

We are offering $350,000,000 of our 3.375% senior notes due 2023 (the "notes"). The notes wil mature on July 15, 2023.
We wil pay interest on the notes on January 15 and July 15 of each year, commencing January 15, 2014.
At any time prior to the date that is three months prior to the maturity of the notes, we may redeem some or al of the notes at a price equal to
100% of the principal amount of the notes redeemed plus accrued and unpaid interest plus a "make-whole" amount. At any time on or after the date
that is three months prior to the maturity of the notes, we may redeem some or al of the notes at a price equal to 100% of the principal amount of the
notes redeemed plus accrued and unpaid interest. If we experience a change of control triggering event, we must offer to purchase the notes. See
"Description of the Notes."
The notes wil be our unsubordinated obligations and wil rank equally with all of our existing and future unsecured unsubordinated debt.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated dealer quotation
system. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement for a discussion of
certain risks that you should consider in connection with an investment in the notes.

Per Note
Total

Public offering price(1)

99.498%
$348,243,000
Underwriting discount and commissions

0.650%

$ 2,275,000
Proceeds, before expenses, to us

98.848%
$345,968,000
(1) Plus accrued interest from May 10, 2013, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
We expect that delivery of the notes wil be made to investors in book-entry form through The Depository Trust Company, including direct and
indirect participants Clearstream Banking, société anonyme, and Euroclear Banking, S.A./N.V., on or about May 10, 2013.

Joint Book-Running Managers

Goldman, Sachs & Co.

J.P. Morgan

SunTrust Robinson Humphrey
Senior Co-Managers

BofA Merrill Lynch

Citigroup

Credit Suisse
Deutsche Bank Securities

Scotiabank

US Bancorp

Wells Fargo Securities
Co-Manager
The Wil iams Capital Group, L.P.

May 7, 2013.
2 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About this Prospectus Supplement

S-i

Where You Can Find More Information

S-i

Information Incorporated by Reference

S-iii
Terms Used in this Prospectus Supplement

S-iii
Special Note Regarding Forward-Looking Statements

S-iv
Summary

S-1

The Offering

S-3

Risk Factors

S-6

Ratio of Earnings to Fixed Charges

S-9

Use of Proceeds

S-10
Capitalization

S-11
Description of the Notes

S-12
Book-Entry System; Delivery and Form

S-20
Material U.S. Federal Income Tax Considerations

S-23
Underwriting

S-28
Legal Matters

S-32
Experts

S-32
Prospectus

About this Prospectus

i

Terms Used in this Prospectus

i

Special Note Regarding Forward-Looking Statements

ii

The Company

1

Risk Factors

1

Use of Proceeds

1

Ratio of Earnings to Fixed Charges

2

Description of Debt Securities

2

Plan of Distribution

18
Validity of Securities

19
Experts

19
Where You Can Find More Information

19
Information Incorporated by Reference

20

S-i
3 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two separate parts. The first part is this prospectus supplement, which describes the
specific details regarding this offering. The second part is the prospectus, which provides general information about us and securities we may offer
from time to time. Al of the information in this prospectus supplement wil apply to this offering, but some of the general information in the
accompanying prospectus does not apply to this offering and wil be superseded by information in this prospectus supplement, as described below.
General y, when we refer to the "prospectus," we are referring to both parts combined.
We are also incorporating additional documents by reference into this prospectus supplement. See "Where You Can Find More Information" and
"Information Incorporated by Reference." You should read this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference into this prospectus supplement and the accompanying prospectus before deciding whether to invest in the notes offered by this
prospectus supplement.
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. We are not, and the underwriters are not,
making an offer of the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained
and incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus with respect
to this offering filed by us with the Securities and Exchange Commission (the "SEC") is only accurate as of the respective dates of such
documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
If the information set forth in this prospectus supplement varies in any way from the information set forth in the accompanying prospectus, you
should rely on the information contained in this prospectus supplement. If the information set forth in this prospectus supplement varies in any way from
the information set forth in a document we have incorporated by reference, you should rely on the information in the more recent document.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice.
You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of any
of the notes offered by this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and file annual,
quarterly and current reports, proxy statements and other information with the SEC.
You may read and copy any reports, proxy statements and other information we file at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please cal the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also access filed
documents at the SEC's website at www.sec.gov.
This prospectus supplement is part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act of 1933,
as amended (the "Securities Act"), and does not contain all of the information in such registration statement. Whenever a reference is made in this
prospectus

S-ii
4 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
supplement to a contract or other document of ours, the reference is only a summary and you should refer to the exhibits that are a part of the
registration statement for a copy of the contract or other document. You may read or obtain a copy of the registration statement, including exhibits,
from the SEC in the manner described above.
INFORMATION INCORPORATED BY REFERENCE
The SEC al ows us to "incorporate by reference" the information that we file with it, which means that we can disclose important information to
you by referring you to those documents instead of repeating such information in this prospectus supplement. The information incorporated by reference
is considered to be part of this prospectus supplement, and information incorporated by reference that we file later with the SEC wil automatical y
update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus supplement and the termination of this offering; provided,
however, that we are not incorporating any information deemed furnished (and not filed) in accordance with SEC rules, including pursuant to Item 2.02
or Item 7.01 of any current report on Form 8-K:

Y our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on February 13, 2013, as amended on

April 18, 2013 (including the portions of our definitive proxy statement for our 2013 annual meeting of stockholders incorporated by reference
therein);

Y our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, filed with the SEC on May 1, 2013; and

Y our Current Reports on Form 8-K filed on February 1, 2013, April 15, 2013, April 25, 2013 and May 6, 2013.
If the information set forth in this prospectus supplement varies in any way from the information set forth in a document we have incorporated by
reference, you should rely on the information in the more recent document. Information contained in documents filed later with the SEC wil automatical y
update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement or the accompanying
prospectus.
You may request a free copy of any of the documents incorporated by reference in this prospectus supplement by writing to us or telephoning
us at the address and telephone number set forth below.
Hyatt Hotels Corporation
Attn: Senior Vice President--Investor Relations
71 South Wacker Drive, 12th Floor
Chicago, Il inois 60606
(312) 750-1234
You may also access all of the documents above and incorporated by reference into this prospectus supplement free of charge at our website
www.hyatt.com. The reference to our website does not constitute incorporation by reference of the information contained on such website.
TERMS USED IN THIS PROSPECTUS SUPPLEMENT
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying
prospectus to the terms "we," "us," "our," "the Company" or "Hyatt" or other similar terms mean Hyatt Hotels Corporation and its consolidated

S-i i
5 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
subsidiaries. However, in the "Description of the Notes" section of this prospectus supplement, "we," "our," "us," "Hyatt" and the "Company" mean Hyatt
Hotels Corporation only, and not any of its subsidiaries, unless context otherwise requires or as otherwise expressly stated.
As used in this prospectus supplement, the term:

Y "Properties" refers to hotels that we manage, franchise, own or lease and our residential and vacation ownership units that we develop, sell

and manage;

Y "Hyatt-branded" refers to properties operated under our brands, including Park Hyatt, Andaz, Hyatt, Grand Hyatt, Hyatt Regency, Hyatt

Place and Hyatt House;

Y "Residential ownership units" refers to residential units that we manage, provide services to or license our trademarks with respect to (such

as serviced apartments and Hyatt-branded residential units), some of which we own, that are part of mixed-use projects and are often
adjacent to a Hyatt-branded ful service hotel;

Y "Vacation ownership units" refers to the fractional and timeshare units that we develop, sel or manage that are part of the Hyatt Residence

Club; and

Y "Hospitality ventures" refers to entities in which we own less than a 100% equity interest.
As used in this prospectus, the term "associates" refers to the more than 95,000 individuals working at our corporate and regional offices and
our managed, franchised and owned properties. We directly employ approximately 45,000 of these 95,000 associates. The remaining associates are
employed by third-party owners and franchisees of our hotels.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the information we incorporate by reference herein or therein, contain
"forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include
statements about plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict.
As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking
statements. 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," "wil ," "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 by us and our management, are inherently uncertain. Important factors that may cause actual results to differ material y from
current expectations include, but are not limited to:

Y the factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, under the sections titled "Risk

Factors" in Part I, Item 1A and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7;

Y general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth;

Y levels of spending in business and leisure segments as wel as consumer confidence;

Y declines in occupancy and average daily rate;

Y limited visibility with respect to short and medium-term group bookings;

Y loss of key personnel;

S-iv
6 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents

Y hostilities, including future terrorist attacks, or fear of hostilities that affect travel;

Y travel-related accidents;

Y natural or man-made disasters such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spil s and nuclear incidents;

Y our ability to successful y achieve certain levels of operating profit at hotels that have performance guarantees with our third-party owners;

Y our ability to successful y execute and implement our organizational realignment and the costs associated with such organizational

realignment;

Y the impact of hotel renovations;

Y our ability to successful y execute our common stock repurchase program;

Y the seasonal and cyclical nature of the real estate and hospitality businesses;

Y changes in distribution arrangements, such as through internet travel intermediaries;

Y changes in the tastes and preferences of our customers;

Y relationships with associates and labor unions and changes in labor laws;

Y financial condition of, and our relationships with, third-party property owners, franchisees and hospitality venture partners;

Y risks associated with potential acquisitions and dispositions;

Y changes in federal, state, local or foreign tax law;

Y increases in interest rates and operating costs;

Y foreign exchange rate fluctuations or currency restructurings;

Y lack of acceptance of new brands or innovation;

Y general volatility of the capital markets and our ability to access the capital markets;

Y changes in the competitive environment in our industry and the markets where we operate;

Y outcomes of legal proceedings; and

Y violations of regulations or laws related to our franchising business.
These factors and the other risk factors described or incorporated by reference in this prospectus supplement are not necessarily all of the
important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our
forward-looking statements. Other unknown or unpredictable factors also could harm our business, financial condition, results of operations or cash
flows. Al forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary
statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation
to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or
changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-
looking statements, no inference should be drawn that we wil make additional updates with respect to those or other forward-looking statements.

S-v
7 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
SUMMARY
This summary highlights selected information about us and this offering. It does not contain all of the information that you should
consider before deciding whether to invest in the notes. You should also refer to the other information in this prospectus supplement the
accompanying prospectus, any related free writing prospectus and the documents that are incorporated by reference, especially the sections
titled "Risk Factors" and the financial statements included or incorporated by reference, before making an investment decision.
The Company
We are a global hospitality company with widely recognized, industry-leading brands and a tradition of innovation developed over our more
than fifty-year history. We manage, franchise, own and develop Hyatt-branded hotels, resorts and residential and vacation ownership properties
around the world. As of March 31, 2013, our worldwide portfolio consisted of 508 properties (137,051 rooms and units).
Our ful service hotels and resorts operate under five established brands, Park Hyatt, Andaz, Hyatt, Grand Hyatt and Hyatt Regency. Our
two select service brands are Hyatt Place and Hyatt House, an extended stay brand. We develop, sel or manage vacation ownership properties in
select locations as part of the Hyatt Residence Club. We also manage, provide services to or license our trademarks with respect to residential
ownership units that are often adjacent to a Hyatt-branded ful service hotel. We consult with third parties in the design and development of such
mixed-use projects based on our expertise as a manager and owner of vacation ownership properties, residential properties and hotels.
Our associates, whom we refer to as members of the Hyatt family, are more than 95,000 individuals working at our corporate and regional
offices and our managed, franchised and owned properties in 46 countries around the world. Substantial y al of our hotel general managers are
trained professionals in the hospitality industry with extensive hospitality experience in their local markets and host countries. The general managers
of our managed properties are empowered to operate their properties on an independent basis using their market knowledge, management
experience and understanding of our brands. Our associates and hotel general managers are supported by our regional management teams
located in cities around the world and our executive management team, headquartered in Chicago. We primarily derive our revenues from hotel
operations, management and franchise fees, other revenues from managed properties and sales of vacation ownership properties.
Our principal executive offices are located at 71 South Wacker Drive, 12th Floor, Chicago, Il inois 60606. Our telephone number is
(312) 750-1234. Our website address is www.hyatt.com. The information on, or that may be accessed through, our website is not a part of this
prospectus supplement or the accompanying prospectus.
Hyatt ,
® Park Hyatt ,
® Andaz , Gr
®
and Hyatt ,
® Hyatt Regency ,
® Hyatt Place ,
® Hyatt House ,
® Hyatt Residence ClubTM, Hyatt Vacation Club ,
®
Hyatt Gold Passport ,
® Hyatt ResortsTM and related trademarks, logos, trade names and service marks appearing in this prospectus supplement or
the accompanying prospectus are the property of Hyatt Corporation, a wholly owned subsidiary of Hyatt Hotels Corporation. Al other trademarks,
trade names or service marks appearing in this prospectus supplement or the accompanying prospectus are the property of their respective
owners.

S-1
8 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
Redemption and Cash Tender Offer
On April 15, 2013, we issued a notice of redemption to the holders of our 5.750% Senior Notes due 2015 (the "2015 notes"). We will
redeem the ful $250 mil ion aggregate principal amount of 2015 notes outstanding at an aggregate redemption price of approximately $281.2
mil ion on May 10, 2013.
On April 25, 2013, we commenced a cash tender offer to purchase any and al of our $250 mil ion aggregate principal amount outstanding
of 6.875% Senior Notes due 2019 (the "2019 notes" and, together with the 2015 notes, the "existing notes"), subject to certain conditions. The
cash tender offer is being made only upon the terms and conditions set forth in an offer to purchase and related letter of transmittal, each dated
April 25, 2013. The total consideration of $1,229.20 per $1,000 principal amount of 2019 notes accepted for purchase in the cash tender offer was
calculated pursuant to the terms of the offer at 2:00 pm on May 3, 2013. The cash tender offer wil expire at 5:00 p.m., New York City time, on
May 14, 2013, unless extended or earlier terminated.
We intend to use the net proceeds from this offering, together with cash on hand, to pay the redemption price in connection with the
redemption of the 2015 notes and to repurchase the 2019 notes tendered in the cash tender offer. See "Use of Proceeds." The consummation of
this offering is not contingent upon the redemption of the 2015 notes or the completion of the cash tender offer for the 2019 notes. The redemption
of the 2015 notes is not contingent on the consummation of this offering or the completion of the cash tender offer for the 2019 notes. The cash
tender offer is contingent on, among other things, the satisfaction of a financing condition that we expect the completion of this offering wil satisfy.
We cannot assure you that the cash tender offer wil be completed in accordance with its terms or at al . Nothing in this prospectus supplement
should be construed as an offer to purchase any of the existing notes.
Risk Factors
See the sections entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and in this
prospectus supplement for a discussion of the factors you should consider careful y before deciding to invest in the notes.

S-2
9 of 64
5/8/2013 3:33 PM

424B2
http://www.sec.gov/Archives/edgar/data/1468174/000119312513207230...
Table of Contents
THE OFFERING
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. For a more detailed description of the terms and conditions of the notes, see "Description of the Notes."

Issuer
Hyatt Hotels Corporation.

Securities Offered
$350 mil ion in principal amount of 3.375% senior notes due 2023.

Maturity Date
The notes wil mature on July 15, 2023.

Interest Payment Dates
January 15 and July 15 of each year, beginning on January 15, 2014. Interest wil accrue
from May 10, 2013.

Ranking
The notes wil :

· be our general unsecured obligations;

· be effectively junior in right of payment to our future secured debt to the extent of the

value of the assets securing such debt;

· be equal in right of payment with al of our existing and future unsecured unsubordinated

debt; and

· be senior in right of payment to any future subordinated debt.

The notes wil not be obligations of or guaranteed by any of our subsidiaries. As a result,
the notes wil be structural y subordinated to al of the existing and future liabilities (including

trade payables) of each of our subsidiaries, including the guarantees of our revolving credit
facility by our subsidiaries that guarantee such facility.

As of March 31, 2013, our subsidiaries had $237 mil ion of debt outstanding.

The indenture under which the notes wil be issued does not limit our ability, or the ability of
our subsidiaries, to issue or incur other debt or issue preferred stock. We depend on the

ability of our subsidiaries to transfer funds to us to meet our obligations, including our
obligations to pay interest on the notes.

Optional Redemption
At any time before the date that is three months prior to the stated maturity of the notes,
we may redeem some or all of the notes at our option, at a redemption price equal to the
greater of:

· 100% of the principal amount of the notes being redeemed; or

S-3
10 of 64
5/8/2013 3:33 PM