The $2 billion sale to Tortuga Resorts will pay for a
majority of Hyatt’s $2.6 billion acquisition of Playa Hotels & Resorts
earlier this month.
CHICAGO — Hyatt has sold the 15 resort assets it acquired
from Playa Hotels & Resorts to Tortuga Resorts, a joint venture between an affiliate of KSL Capital
Partners and a Mexican family office called Rodina, for $2 billion.
Once Hyatt completed its acquisition of Playa Hotels &
Resorts on June 17, the next expected step was for the company to announce
asset sales of the properties that were expected to fund most of the $2.6
billion acquisition.
Hyatt said it could achieve up to an additional $143 million
in earnout if certain operating thresholds are met. The company stated that the
transaction is expected to close before the end of 2025, subject to regulatory
approval in Mexico and other customary closing conditions. Hyatt will also
retain $200 million of preferred equity in connection with the real estate
transaction.
The real estate portfolio includes all 15 of the all-inclusive resort assets in Mexico, the Dominican Republic and Jamaica. In addition, Hyatt and Tortuga will enter into 50-year management agreements for 13 of the 15 properties. Hyatt was already the brand for eight of the 15 Playa-owned properties, and in mid-June, the company converted six more under its flag. One resort, the 238-key Wyndham Alltra Playa del Carmen in Mexico, has remained under Wyndham’s flag. Hyatt said the two remaining properties are still under separate contractual arrangements.
Analysis of the deal
Analyst C. Patrick Scholes of Truist Securities said Hyatt’s
sales announcement happened quicker than expected.
“The general expectation was that the company would sell the
hotels individually over the next year,” he said.

While we/investors assumed Hyatt had long been engaged in discussions for divesting the [Playa] assets, there was, of course, no certainty that Hyatt could sell the assets, particularly in a time of macro volatility.
Patrick Scholes
While the real estate sales themselves don’t represent a
massive upside, Scholes said that completing them by the end of 2025 removes
several downside risks for Hyatt stock, especially as it continues to tout its
growth as an asset-light company.
“While we/investors assumed Hyatt had long been engaged in
discussions for divesting the [Playa] assets, there was, of course, no
certainty that Hyatt could sell the assets, particularly in a time of macro
volatility,” he said.
Analyst Michael Bellisario told Hotel Investment Today
earlier in June that the primary motivation of this deal was for Hyatt to flip
the below-market franchise agreement to a market value and allow the company to
charge a higher per-room management agreement while also extending the
contracts, especially for the Hyatt Ziva and Hyatt Zilara properties, which are
roughly 70% to 75% of the revenues, fees and EBITDA for Playa.
Inside the deal
Mexico City-based Tortuga Resorts is an affiliate of
Denver-based KSL and Mexico City-based Rodina and has a platform of resorts across
Mexico and the Caribbean. It lists eight properties in its current portfolio, including two under the
Hyatt flag: the Hyatt Zilara Riviera Maya All-Inclusive Adult Resort and the
Hyatt Ziva Riviera Cancun All-Inclusive Resort. According to Scholes, Tortuga is expected to invest
capex in selected properties.
Hyatt stated that following the sale of the real estate
portfolio, its net purchase price for Playa’s asset-light management
business is approximately $555 million, net of the gross proceeds from asset
sales. Hyatt expects to earn $60 to $65 million of stabilized adjusted EBITDA
in 2027, inclusive of earnings from Unlimited Vacation Club and ALG Vacations,
which represents an implied multiple of 8.5x – 9.5x. That implied multiple
would be further improved if the $143 million earnout conditions are met.
“The planned real estate sale to Tortuga transforms the
acquisition of Playa Hotels & Resorts into a fully asset-light transaction
and increases Hyatt’s fee-based earnings,” Hyatt President and CEO Mark Hoplamazian said in a news release. “Hyatt has secured long-term, durable
management agreements and the planned real estate sale demonstrates Hyatt’s
commitment to its asset-light business model.”
Hyatt said that once the real estate sale is finalized, the
company is required to use the proceeds to repay the delayed draw-term loan
used to fund a portion of the Playa acquisition. The company expects pro forma
net leverage to be consistent with the thresholds necessary to maintain its
investment-grade credit profile.
BDT & MSD Partners is acting as the lead
financial advisor to Hyatt, with Berkadia serving as Hyatt’s real estate
advisor and Latham & Watkins LLP as Hyatt’s legal advisor. Goldman Sachs
& Co. LLC is acting as exclusive financial advisor to Tortuga and Simpson
Thacher & Bartlett LLP is acting as Tortuga’s legal advisor.