As filed with the Securities and Exchange Commission on May 21, 2020.
Registration No. 333-            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HYATT HOTELS CORPORATION
(Exact name of registrant as specified in its charter)

 
			
Delaware	 	20-1480589	
(State or other jurisdiction of	 	(I.R.S. Employer	
incorporation or organization)	 	Identification No.)	
150 North Riverside Plaza, 8th Floor
Chicago, Illinois 60606
(312) 750-1234
(Address of Principal Executive Offices)
FOURTH AMENDED AND RESTATED
HYATT HOTELS CORPORATION LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Mark S. Hoplamazian
President and Chief Executive Officer
Hyatt Hotels Corporation
150 North Riverside Plaza, 8th Floor
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 750-1234
(Telephone number, including area code, of agent for service)

Copies to:
Michael A. Pucker, Esq.
Cathy A. Birkeland, Esq.
Alexa M. Berlin, Esq.
Latham & Watkins LLP
330 N. Wabash Avenue, Suite 2800
Chicago, Illinois 60611
(312) 876-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	☒	  	Accelerated filer	 	☐	
				
Non-accelerated filer	 	☐	  	Smaller reporting company	 	☐	
				
	 		  	Emerging growth company	 	☐	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

 	
Title of each Class of
Securities to be Registered	 	Amount
to be
Registered (1)	 	Proposed
Maximum
Offering Price
Per Share (2)	 	Proposed
Maximum
Aggregate
Offering Price	 	Amount of
Registration Fee	
Class A common stock, par value $0.01 per share	 	8,000,000 shares	 	$44.54	 	$356,320,000	 	$46,250.34	

(1)	This Registration Statement registers 8,000,000 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Hyatt Hotels Corporation (the “Company”) for issuance pursuant to the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (the “Plan”).	
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Company’s Class A Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Class A Common Stock, dividend in kind, or other like change in capital structure.
 
(2)	Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed Maximum Offering Price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low market prices for the Class A Common Stock reported on the New York Stock Exchange (the “NYSE”) on May 14, 2020 ($44.54).	

 

EXPLANATORY NOTE
The Company previously registered an aggregate 14,347,307 shares of its Class A Common Stock for issuance under the Plan by (i) a registration statement on Form S-8 (File No. 333-163668) filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2009 covering 9,347,307 shares of Class A Common Stock and (ii) a registration statement on Form S-8 (File No. 333-189681) filed with the SEC on June 28, 2013 covering 5,000,000 shares of Class A Common Stock (together, the “Prior Registration Statements”). On March 25, 2020, the Company’s Board of Directors increased the authorized number of shares under the Plan from 14,375,000 to 22,375,000, which the Company’s stockholders approved on May 20, 2020. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register such additional 8,000,000 shares of Class A Common Stock which may be issued under the Plan.
The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not modified or superseded by the Prior Registration Statements, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statements.
PART I
 
Item 1.	Plan Information	
Not required to be filed with this Registration Statement.
 
Item 2.	Registrant Information and Employee Plan Annual Information	
Not required to be filed with this Registration Statement.
PART II
 
Item 3.	Incorporation of Documents by Reference	
Not required to be filed with this Registration Statement.
 
Item 4.	Description of Securities	
Not required to be filed with this Registration Statement.
 
Item 5.	Interests of Named Experts and Counsel	
Not required to be filed with this Registration Statement.
 
Item 6.	Indemnification of Directors and Officers	
Not required to be filed with this Registration Statement.
 
Item 7.	Exemption from Registration Claimed	
Not required to be filed with this Registration Statement.
 
Item 8.	Exhibits	

	Exhibit
Number	  		Description of Exhibit	
			
  4.1	  	Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2020)		
			
  5.1	  	Opinion of Latham & Watkins LLP.		
			
23.1	  	Consent of Latham & Watkins LLP (included in Exhibit 5.1).		
			
23.2	  	Consent of Deloitte & Touche LLP.		
			
24.1	  	Power of Attorney (included in the signature pages hereto).		

Item 9.	Undertakings	
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 21, 2020.

HYATT HOTELS CORPORATION	
		
By:	 	/s/ Mark S. Hoplamazian	
	 	Mark S. Hoplamazian	
	 	President and Chief Executive Officer	
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Mark S. Hoplamazian and Joan Bottarini, and each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities with Hyatt Hotels Corporation and on the dates indicated.

Signature	  	Title	 	Date	
			
/s/ Mark S. Hoplamazian
Mark S. Hoplamazian	  	President, Chief Executive Officer and Director (Principal Executive Officer)	 	May 21, 2020	
			
/s/ Joan Bottarini
Joan Bottarini	  	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	 	May 21, 2020	
			
/s/ Elizabeth M. Bauer
Elizabeth M. Bauer	  	Senior Vice President, Corporate Controller (Principal Accounting Officer)	 	May 21, 2020	
			
/s/ Thomas J. Pritzker
Thomas J. Pritzker	  	Executive Chairman of the Board of Directors	 	May 21, 2020	
			
/s/ Paul D. Ballew
Paul D. Ballew	  	Director	 	May 21, 2020	
			
/s/ Susan D. Kronick
Susan D. Kronick	  	Director	 	May 21, 2020	

					
			
/s/ Mackey J. McDonald
Mackey J. McDonald	  	Director	 	May 21, 2020	
			
/s/ Cary D. McMillan
Cary D. McMillan	  	Director	 	May 21, 2020	
			
/s/ Pamela M. Nicholson
Pamela M. Nicholson	  	Director	 	May 21, 2020	
			
/s/ Jason Pritzker
Jason Pritzker	  	Director	 	May 21, 2020	
			
/s/ Michael A. Rocca
Michael A. Rocca	  	Director	 	May 21, 2020	
			
/s/ Richard C. Tuttle
Richard C. Tuttle	  	Director	 	May 21, 2020	
			
/s/ James H. Wooten, Jr.
James H. Wooten, Jr.	  	Director	 	May 21, 2020	

Exhibit 5.1

	 	330 North Wabash Avenue
Suite 2800
Chicago, Illinois 60611
Tel: +1.312.876.7700 Fax: +1.312.993.9767
www.lw.com
 
FIRM / AFFILIATE OFFICES	
	 	Beijing	  	Moscow	
	 	Boston	  	Munich	
	 	Brussels	  	New York	
	 	Century City	  	Orange County	
May 21, 2020	 	Chicago
Dubai	  	Paris
Riyadh	
	 	Düsseldorf	  	San Diego	
	 	Frankfurt	  	San Francisco	
	 	Hamburg	  	Seoul	
	 	Hong Kong	  	Shanghai	
	 	Houston	  	Silicon Valley	
	 	London	  	Singapore	
Hyatt Hotels Corporation
150 North Riverside Plaza, 8th Floor	 	Los Angeles
Madrid
Milan	  	Tokyo
Washington, D.C.	
Chicago, IL 60606
 
 	Re:	Registration Statement on Form S-8 with respect to 8,000,000 shares of Class A Common Stock, par value $0.01 per share	
Ladies and Gentlemen:
We have acted as counsel to Hyatt Hotels Corporation, a Delaware corporation (the “Company”), in connection with the registration by the Company of up to 8,000,000 shares of Class A common stock, par value $0.01 per share (the “Shares”), issuable under the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (the “Plan”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2020 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale

May 21, 2020
Page 2

 
of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,	
	
/s/ Latham & Watkins LLP	

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 20, 2020, relating to the consolidated financial statements and financial statement schedule of Hyatt Hotels Corporation and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2019.

/s/ Deloitte & Touche LLP	
	
Chicago, Illinois	
May 21, 2020