DEBT
| | | | | | | | | | | |
| December 31, 2025 | | December 31, 2024 |
| | | |
| | | |
| | | |
$450 million senior unsecured notes maturing in 2025—5.375% | $ | — | | | $ | 450 | |
$400 million senior unsecured notes maturing in 2026—4.850% | — | | | 400 | |
$600 million senior unsecured notes maturing in 2027—5.750% | 600 | | | 600 | |
$400 million senior unsecured notes maturing in 2028—4.375% | 399 | | | 399 | |
$500 million senior unsecured notes maturing in 2028—5.050% | 500 | | | — | |
$600 million senior unsecured notes maturing in 2029—5.250% | 600 | | | 600 | |
$450 million senior unsecured notes maturing in 2030—5.750% | 440 | | | 440 | |
$450 million senior unsecured notes maturing in 2031—5.375% | 450 | | | 450 | |
$500 million senior unsecured notes maturing in 2032—5.750% | 500 | | | — | |
$350 million senior unsecured notes maturing in 2034—5.500% | 350 | | | 350 | |
$400 million senior unsecured notes maturing in 2035—5.400% | 400 | | | — | |
| Variable rate term loan | 51 | | | 45 | |
| Floating average rate loan | 19 | | | 19 | |
| Variable rate mortgage loan | — | | | 52 | |
| | | |
| Total debt excluding finance lease obligations, unamortized discounts, and unamortized deferred financing fees | 4,309 | | | 3,805 | |
Finance lease obligations (Note 8) | 3 | | | 4 | |
| Unamortized discounts and deferred financing fees | (34) | | | (27) | |
| Total debt | 4,278 | | | 3,782 | |
| Less: current maturities of long-term debt | (6) | | | (456) | |
| Total long-term debt | $ | 4,272 | | | $ | 3,326 | |
The maturities of our debt, excluding finance lease obligations, unamortized discounts, and unamortized deferred financing fees, for the next five years and thereafter are as follows:
| | | | | |
| Year Ending December 31, | |
| 2026 | $ | 4 | |
| 2027 | 604 | |
| 2028 | 903 | |
| 2029 | 654 | |
| 2030 | 444 | |
| Thereafter | 1,700 | |
| Total maturities of debt | $ | 4,309 | |
Senior Notes—Interest on the outstanding Senior Notes is payable semi-annually. We may redeem some or all of the Senior Notes at any time prior to their maturity at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption plus a make-whole amount, if any. The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption. A summary of the terms of our outstanding Senior Notes, by year of issuance, is as follows:
•In 2016, we issued $400 million of 4.850% senior notes due 2026 at an issue price of 99.920% (the "2026 Notes").
•In 2018, we issued $400 million of 4.375% senior notes due 2028 at an issue price of 99.866%.
•In 2020, we issued $450 million of 5.375% senior notes due 2025 (the "2025 Notes") and $450 million of 5.750% senior notes due 2030 (the "2030 Notes").
•In 2021, we issued $700 million of 1.300% senior notes due 2023 at an issue price of 99.941% (the "2023 Notes") and $750 million of 1.800% senior notes due 2024 at an issue price of 99.994% (the "2024 Notes").
•In 2023, we issued $600 million of 5.750% senior notes due 2027 at an issue price of 99.975%. We received $596 million of net proceeds from the sale, after deducting $4 million of underwriting discounts and other offering expenses. We used the net proceeds from the senior notes issuance, together with cash on hand, to repay the outstanding balance on the 2023 Notes, as described below.
•In 2024, we issued an aggregate $600 million of 5.250% senior notes due 2029 at an aggregate issue price of 99.693% (the "2029 Notes"), $450 million of 5.375% senior notes due 2031 at an issue price of 99.745% (the "2031 Notes"), and $350 million of 5.500% senior notes due 2034 at an issue price of 98.860% (the "2034 Notes"). We received $1,380 million of net proceeds, after deducting $20 million of underwriting discounts and other offering expenses. We used the net proceeds from a portion of the 2029 Notes and the 2034 Notes to repay the outstanding balance on the 2024 Notes, as described below. We temporarily invested the net proceeds from the remaining portion of the 2029 Notes and 2031 Notes in marketable securities (see Note 4), and we used the net proceeds to repay the outstanding balance on the 2025 Notes, as described below.
•In 2025, we issued $500 million of 5.050% senior notes due 2028 at an issue price of 99.905% (the "5.050% 2028 Notes"), $500 million of 5.750% senior notes due 2032 at an issue price of 99.936% (the "2032 Notes"), and $400 million of 5.400% senior notes due 2035 at an issue price of 99.958% (the "2035 Notes"). We received $1,386 million of net proceeds, after deducting $14 million of underwriting discounts and other offering expenses. We used the net proceeds from the 5.050% 2028 Notes and the 2032 Notes to fund a portion of the purchase consideration for the Playa Hotels Acquisition (see Note 7). We used the net proceeds from the 2035 Notes to redeem the outstanding balance on the 2026 Notes, as described below.
Senior Notes Redemptions, Repayments, and Repurchases—During the year ended December 31, 2025, we repaid the 2025 Notes, of which there was $450 million outstanding, at maturity for $460 million, inclusive of $10 million of accrued interest. Additionally, we redeemed the 2026 Notes, of which there was $400 million of aggregate principal outstanding, at a redemption price of $405 million, which included principal and $5 million of accrued interest.
During the year ended December 31, 2024, we repaid the 2024 Notes, of which there was $746 million outstanding, at maturity for $753 million, inclusive of $7 million of accrued interest.
During the year ended December 31, 2023, we repaid the 2023 Notes, of which there was $638 million outstanding, at maturity for $642 million, inclusive of $4 million of accrued interest. Additionally, we repurchased $18 million of principal on the 2023 Notes in the open market.
Variable Rate Term Loan—During the year ended December 31, 2024, we entered into a credit agreement with Bank of America to correspond with the total amount of the secured financing receivable we issued to the buyer in conjunction with the sale of Park Hyatt Zurich (see Note 7) for a CHF 41 million variable rate term loan, which matures in 2029.
Floating Average Rate Loan—During the year ended December 31, 2012, we obtained a secured construction loan with Banco Nacional de Desenvolvimento Econômico e Social - BNDES in order to develop Grand Hyatt Rio de Janeiro. The loan was split into four separate sub-loans. Sub-loans (a) and (b) mature in 2031 and bear interest at the Brazilian Long Term Interest Rate ("TJLP") plus 2.02%, and when the TJLP rate exceeds 6%, the amount corresponding to the TJLP portion above 6% is required to be capitalized daily. Sub-loans (c) and (d) matured during the year ended December 31, 2023. At December 31, 2025, the weighted-average interest rates for the sub-loans we have drawn upon is 8.02%.
Variable Rate Mortgage Loan—During the year ended December 31, 2024, we assumed a €50 million secured variable rate mortgage loan maturing in 2031 through a facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") in conjunction with the acquisition of the Alua Portfolio (see Note 7). Additionally, we assumed €38 million of interest rate swaps with BBVA that expire in 2029 and reduced our exposure to fluctuations in the Euro Interbank Offered Rate.
During the year ended December 31, 2025, the loan and interest rate swaps were assumed by the buyer in conjunction with the sale of the shares of the entities that own the Alua Portfolio (see Note 7). At the time of sale, there was $60 million outstanding on the loan, inclusive of accrued interest, and the fair value of the interest rate swaps was insignificant.
Playa Hotels Term Loan Repayment—During the year ended December 31, 2025, in conjunction with the Playa Hotels Acquisition, we repaid the outstanding balance of an assumed term loan for $1,078 million, inclusive of $3 million of accrued interest, on the acquisition date (see Note 7).
Delayed Draw Term Loan Facility—During the year ended December 31, 2025, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility and borrowed $1,700 million (the "DDTL Loans"). We received $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Hotels Acquisition (see Note 7), repay certain indebtedness of Playa Hotels and its subsidiaries as described above, and pay related fees and expenses. During the year ended December 31, 2025, we repaid the outstanding $1,700 million of DDTL Loans in conjunction with the sale of the shares of the entities that own the Alua Portfolio (see Note 7) and the sale of the Playa Hotels Portfolio (see Note 7) and recognized a $5 million loss on extinguishment in other income (loss), net on our consolidated statements of income (loss) related to the unamortized deferred financing fees (see Note 21). Upon final repayment, the DDTL Facility was terminated.
Revolving Credit Facility—During the year ended December 31, 2025, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility that matures in October 2030. The credit agreement refinanced and replaced in its entirety our credit agreement dated May 18, 2022. The revolving credit facility provides for the making of revolving loans to us in U.S. dollars and, subject to a sublimit of $250 million, certain other currencies, and the issuance of up to $300 million of letters of credit for our own account or for the account of our subsidiaries. We have the option during the term of the revolving credit facility to increase the revolving credit facility by an aggregate amount of up to an additional $1 billion provided that, among other things, new and/or existing lenders agree to provide commitments for the increased amount. We may prepay any outstanding aggregate principal amount, in whole or in part, at any time, subject to customary breakage costs and upon proper notice. The credit agreement contains customary affirmative, negative, and financial covenants; representations and warranties; and default provisions.
During both the years ended December 31, 2025 and December 31, 2024, we had no borrowings or repayments on our revolving credit facility or prior revolving credit facility. At both December 31, 2025 and December 31, 2024, we had no balance outstanding. At December 31, 2025, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding (see Note 15).
Fair Value—We estimated the fair value of debt, which consists of our Senior Notes and other long-term debt, excluding finance leases. Our Senior Notes are classified as Level Two in the fair value hierarchy due to the use and weighting of multiple market inputs in the final price of the security. We estimated the fair value of other debt instruments using a discounted cash flow analysis based on current market inputs for similar types of arrangements. Based on the lack of available market data, we have classified our other debt instruments and revolving credit facility, if applicable, as Level Three in the fair value hierarchy.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Carrying value | | Fair value | | Quoted prices in active markets for identical assets (Level One) | | Significant other observable inputs (Level Two) | | Significant unobservable inputs (Level Three) |
| Debt (1) | $ | 4,309 | | | $ | 4,420 | | | $ | — | | | $ | 4,349 | | | $ | 71 | |
(1) Excludes $3 million of finance lease obligations and $34 million of unamortized discounts and deferred financing fees.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Carrying value | | Fair value | | Quoted prices in active markets for identical assets (Level One) | | Significant other observable inputs (Level Two) | | Significant unobservable inputs (Level Three) |
| Debt (2) | $ | 3,805 | | | $ | 3,813 | | | $ | — | | | $ | 3,695 | | | $ | 118 | |
(2) Excludes $4 million of finance lease obligations and $27 million of unamortized discounts and deferred financing fees.