Hyatt Hotels has entered into a definitive agreement to sell the entirety of Playa’s owned real estate portfolio, acquired from Playa, for $2 billion to Tortuga Resorts, a joint venture between an affiliate of KSL Capital Partners and Rodina. Hyatt can achieve up to an additional $143 million earnout if certain operating thresholds are met. The real estate transaction is expected to close before the end of 2025 and is subject to regulatory approval in Mexico and other customary closing conditions.
The real estate portfolio includes 15 all-inclusive resort assets located across Mexico, the Dominican Republic and Jamaica. Concurrent with the real estate sale, Hyatt and Tortuga will enter into 50-year management agreements for 13 of the 15 properties, with terms consistent with Hyatt’s existing all-inclusive management fee structure, while the remaining two properties are under separate contractual arrangements. Hyatt will retain $200 million of preferred equity in connection with the real estate transaction.
Following the sale of the real estate portfolio, Hyatt’s net purchase price for Playa’s asset-light management business is approximately $555 million, net of 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, representing an implied multiple of 8.5x – 9.5x. The implied multiple would be further improved to the extent the 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,” Mark Hoplamazian, Hyatt president and CEO, said in a statement. “Hyatt has secured long-term, durable management agreements and the planned real estate sale demonstrates Hyatt’s commitment to its asset-light business model and ability to deliver value to shareholders that is accretive in the first full year.”
Upon completion of the real estate sale, Hyatt is required to use the proceeds to repay the delayed draw term loan used to fund a portion of the Playa acquisition and expects pro forma net leverage to be consistent with thresholds necessary to maintain its investment-grade credit profile.
In connection with the transaction, BDT & MSD Partners is acting as lead financial advisor to Hyatt, with Berkadia serving as Hyatt’s real estate advisor. Latham & Watkins LLP is 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.