Why did Caption By Hyatt account for the Bahia Principe Transaction as a business combination?
Caption_By_Hyatt Franchise · 2025 FDDAnswer from 2025 FDD Document
Three in the fair value hierarchy, are estimated using discounted future cash flow models. The principal inputs used are projected future cash flows and the discount rate, which is generally the effective interest rate of the loan.
7. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Bahia Principe—During the year ended December 31, 2024, we completed the Bahia Principe Transaction (see Note 4) for €419 million of base consideration, subject to customary adjustments related to working capital, cash, and indebtedness, and including €60 million of deferred consideration payable at future dates. We may pay additional variable contingent consideration through 2034 primarily related to the achievement of certain milestones for the development of additional hotels to be managed by the joint venture. The contingent consideration is payable at each hotel opening and is based on a multiple of stabilized base and incentive management fee revenues, and therefore, we are unable to reasonably estimate our maximum potential future consideration.
We closed on the transaction on December 27, 2024, paid cash of €359 million (approximately $374 million) and accounted for the transaction as a business combination as we are the primary beneficiary of the VIE (see Note 4). Upon acquisition, we recorded a $58 million deferred consideration liability at fair value, of which $20 million is recorded in accrued expenses and other current liabilities and $38 million is recorded in other long-term liabilities on our consolidated balance sheet. The fair value was estimated using a discounted future cash flow model and includes assumptions and judgments regarding the discount rate, which is primarily a Level Three assumption. We also recorded a $33 million contingent consideration liability at fair value in other long-term liabilities on our consolidated balance sheet. The fair value was estimated using a discounted future cash
Source: Item 21 — Financial Statements (FDD pages 84–85)
What This Means (2025 FDD)
According to Caption By Hyatt's 2025 Franchise Disclosure Document, the company accounted for the Bahia Principe Transaction as a business combination because it is the primary beneficiary of the VIE (Variable Interest Entity). The document states that the transaction involved €419 million of base consideration, subject to adjustments, including €60 million of deferred consideration payable at future dates.
Caption By Hyatt may also pay additional variable contingent consideration through 2034, primarily related to achieving certain milestones for developing additional hotels to be managed by the joint venture. These payments are contingent upon each hotel opening and are based on a multiple of stabilized base and incentive management fee revenues. Due to the nature of these contingent payments, Caption By Hyatt is unable to reasonably estimate the maximum potential future consideration.
On December 27, 2024, Caption By Hyatt closed the transaction, paying €359 million (approximately $374 million) in cash. Upon acquisition, the company recorded a $58 million deferred consideration liability at fair value, with $20 million in accrued expenses and other current liabilities and $38 million in other long-term liabilities. Additionally, a $33 million contingent consideration liability at fair value was recorded in other long-term liabilities. These fair values were estimated using discounted future cash flow models, involving assumptions and judgments regarding discount rates and the probability of achieving hotel development milestones.