Tender Offer - Hyatt Hotels Corp
Form Type: SC TO-T/A
Filing Date: 2025-06-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925060103
Filing Summary: This document is an amendment (No. 9) to the Tender Offer Statement filed by Hyatt Hotels Corporation and HI Holdings Playa B.V. on February 24, 2025, concerning the tender offer to purchase all outstanding ordinary shares of Playa Hotels & Resorts N.V. at a cash price of $13.50 per share. The Subsequent Offering Period expired on June 16, 2025, at 11:59 p.m., during which a total of 106,028,731 shares, approximately 86.2% of the total outstanding shares, were validly tendered. The offer details and conditions remain unchanged except for the confirmed participation in the Subsequent Offering Period. Following the expiration, Playa filed a Form 25 with the SEC for removal from listing. The final transactions related to this offer are expected to be completed on June 17, 2025, when payment for accepted shares will occur.
Additional details:
Ordinary Shares: €0.10
Tender Offer Price: $13.50
Total Shares Tendered: 106028731
Percentage Of Total Shares: 86.2%
Back End Transaction Date: 2025-06-17
Form Type: SC TO-T/A
Filing Date: 2025-06-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925058026
Filing Summary: This document is an amendment to the tender offer statement filed by Hyatt Hotels Corporation and its subsidiary HI Holdings Playa B.V. regarding Playa Hotels & Resorts N.V. The amendment updates the status of the tender offer for the ordinary shares of Playa at a price of $13.50 per share, which expired on June 9, 2025. A total of 101,891,119 shares, representing approximately 82.8% of the outstanding shares, were validly tendered. This includes shares owned by Hyatt and affiliates, which bring the total to 92.7% of outstanding shares. The document also details a Subsequent Offering Period starting on June 10, 2025, and ending on June 16, 2025, during which shares can still be tendered. It outlines tax implications for shareholders regarding the Cancellation Consideration, emphasizing that a ruling request concerning Dutch dividend withholding tax is pending approval. It specifies the timeline for payment and the expected completion of Back-End Transactions that will result in Playa no longer being publicly traded. A press release dated June 10, 2025, announcing the expiration of the offer is attached as an exhibit.
Additional details:
Tender Offer Price: $13.50
Expiration Time: June 9, 2025
Shares Validly Tendered: 101,891,119
Percentage Of Outstanding Shares: 82.8%
Subsequent Offering Period Start: June 10, 2025
Subsequent Offering Period End: June 16, 2025
Form Type: SC TO-T/A
Filing Date: 2025-06-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925057358
Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO filed by Hyatt Hotels Corporation and HI Holdings Playa B.V. The amendment informs that as of June 6, 2025, COFECE, the Federal Economic Competition authority, has approved the transactions contemplated by the Purchase Agreement, confirming that all required approvals for the tender offer have been obtained. The offer price is set at $13.50 per share for the outstanding ordinary shares of Playa Hotels & Resorts N.V. The relevant Offer to Purchase and Letter of Transmittal were previously filed on February 24, 2025. Additionally, a press release regarding the receipt of these approvals is attached as an exhibit to this amendment.
Additional details:
Tender Offer Price: $13.50 per share
Regulatory Approval Date: 2025-06-06
Form Type: SC TO-T/A
Filing Date: 2025-05-27
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925052685
Filing Summary: Hyatt Hotels Corporation, through its indirect wholly-owned subsidiary HI Holdings Playa B.V., has amended its Tender Offer Statement related to the acquisition of Playa Hotels & Resorts N.V. The offer price is set at $13.50 per share, and the expiration of the offer has been extended to June 9, 2025, from the original date of May 23, 2025. As of May 23, 2025, approximately 75.1% of the outstanding shares have been tendered. The filing includes a press release announcing the extension, which is attached as an exhibit. The document also adjusts references in several exhibits to reflect the new expiration date.
Additional details:
Tender Offer Price: $13.50
Tender Offer Expiration Date: 2025-06-09
Shares Validly Tendered: 92,458,066
Percentage Of Shares Tendered: 75.1%
Minimum Condition Aggregate Shares: 85%
Form Type: 8-K
Filing Date: 2025-05-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925050057
Filing Summary: On May 16, 2025, Hyatt Hotels Corporation entered into an amendment to the Purchase Agreement with Playa Hotels & Resorts N.V. and HI Holdings Playa B.V. The amendment clarifies that certain Company Restricted Shares, which cannot be tendered in the ongoing tender offer, are excluded from Playa’s share capital definition concerning the 'Minimum Condition' in the Purchase Agreement. This amendment does not introduce any other changes to the Purchase Agreement. The document provides additional details on the tender offer process and emphasizes the importance of reviewing related statements filed with the SEC for shareholders' understanding and decision-making.
Additional details:
Item Type: amendment_date
Item Value: 2025-05-16
Item Type: original_purchase_agreement_date
Item Value: 2025-02-09
Item Type: buyer_name
Item Value: HI Holdings Playa B.V.
Item Type: target_company
Item Value: Playa Hotels & Resorts N.V.
Item Type: exhibit_document
Item Value: Amendment to Purchase Agreement, dated as of May 16, 2025
Form Type: SC TO-T/A
Filing Date: 2025-05-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925050081
Filing Summary: This document is an Amendment No. 5 to the Tender Offer Statement filed by Hyatt Hotels Corporation and its indirect wholly-owned subsidiary, HI Holdings Playa B.V., regarding their offer to purchase all outstanding ordinary shares of Playa Hotels & Resorts N.V. The amendment clarifies terms related to the conditions of the tender offer and the treatment of restricted shares, which are excluded from the calculation of Playa's share capital for determining the minimum tender condition. As of May 14, 2025, total shares outstanding were reported as 128,534,735, including 5,521,353 restricted shares, with specific conditions outlined for the shares required to be tendered for the offer to meet its threshold. A Purchase Agreement Amendment was executed on May 16, 2025, clarifying that shares that cannot be tendered are not included in the minimum condition. Additionally, the Offer to Purchase was amended to outline procedural resolutions for the Playa Board and conditions for a proposed Triangular Merger, contingent on shareholder approval and required thresholds being met.
Additional details:
Name Of Subject Company: Playa Hotels & Resorts N.V.
Name Of Filing Person: HI Holdings Playa B.V.
Name Of Parent Filing Person: Hyatt Hotels Corporation
Total Shares Outstanding: 128,534,735
Restricted Shares: 5,521,353
Tender Offer Price: $13.50
Minimum Condition Shares Needed: 98,410,706
Percentage Of Class Represented: 9.4%
Purchase Agreement Amendment Date: 2025-05-16
Form Type: SC TO-T/A
Filing Date: 2025-04-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925036101
Filing Summary: This document serves as Amendment No. 3 to the Tender Offer Statement on Schedule TO, originally filed by Hyatt Hotels Corporation and its indirect wholly-owned subsidiary HI Holdings Playa B.V. The amendment reflects the progress of the tender offer for all outstanding ordinary shares of Playa Hotels & Resorts N.V. at a cash price of $13.50 per share. Importantly, on April 17, 2025, Playa shareholders approved multiple key resolutions during an Extraordinary General Meeting (EGM) that are critical to the tender offer, including governance related to the Purchase Agreement. These approvals fulfill certain conditions outlined in the offer, though the offer remains subject to other conditions that must be satisfied or waived. The amendment incorporates prior disclosures and confirms ongoing proceedings without any alterations to the essential details of the Schedule TO.
Additional details:
Share Price: $13.50
Shareholder Approval Date: 2025-04-17
Offer Conditions Met: Yes
Form Type: SC TO-T/A
Filing Date: 2025-03-19
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525057914
Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO, specifically Amendment No. 2, filed by Hyatt Hotels Corporation and its wholly-owned subsidiary, HI Holdings Playa B.V. The amendment updates information regarding the tender offer to purchase all outstanding ordinary shares of Playa Hotels & Resorts N.V. at a cash price of $13.50 per share. The document includes revisions to the withdrawal rights, source and amount of funds, background information regarding the offer, and fees and expenses associated with the transaction. Notably, the amendment elaborates on the interest rates applicable to the financing facilities involved in the offer and highlights ongoing negotiations for Playa’s real estate. The filing also retains references from prior offerings and ensures that previously established terms remain intact, offering transparency on the procedural changes made in this amendment.
Additional details:
Name Of Subject Company: Playa Hotels & Resorts N.V.
Name Of Filing Person: HI HOLDINGS PLAYA B.V.
Name Of Parent Firm: Hyatt Hotels Corporation
Ordinary Shares Price: $13.50
Cusip Number: N70544106
Authorized Contact Name: Margaret C. Egan
Authorized Contact Title: EVP, General Counsel and Secretary
Filing Contact Phone: +31205755600
Depository: Computershare Trust Company, N.A.
Information Agent: Georgeson LLC
Form Type: SC TO-T/A
Filing Date: 2025-03-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525055713
Filing Summary: This document is an Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by Hyatt Hotels Corporation and its subsidiary, HI Holdings Playa B.V. The amendment relates to a third-party tender offer for the outstanding ordinary shares of Playa Hotels & Resorts N.V. at a cash price of $13.50 per share, net of withholding taxes, which was initially filed on February 24, 2025. The amendment supplements the existing tender offer with additional material information regarding the transaction, including unaudited pro forma financial statements and material risks. Exhibits related to the Form 8-K filed on March 17, 2025 are referenced, which provide further details about the financial implications and risks of the transaction. The filing contains acknowledgment signatures from executives of both Hyatt Hotels Corporation and HI Holdings Playa B.V.
Additional details:
Name Of Subject Company: Playa Hotels & Resorts N.V.
Name Of Filing Person Offeror: HI Holdings Playa B.V.
Parent Of Offeror: Hyatt Hotels Corporation
Ordinary Shares Par Value: €0.10
Cusip Number: N70544106
Tender Offer Price: $13.50
Form Type: SC TO-T
Filing Date: 2025-02-24
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525033446
Filing Summary: Hyatt Hotels Corporation, through its wholly-owned subsidiary HI Holdings Playa B.V., is conducting a tender offer for all outstanding ordinary shares of Playa Hotels & Resorts N.V. The offer price is set at $13.50 per share, minus applicable withholding taxes and without interest. The offer is part of a transaction aimed at acquiring Playa, and the relevant details, terms, and conditions of the offer are laid out in the Offer to Purchase dated February 24, 2025. The document incorporates various sections that detail the purpose, procedures, acceptance for payment, tax consequences, and conditions of the offer.
Additional details:
Filing Person: HI Holdings Playa B.V.
Parent Company: Hyatt Hotels Corporation
Subject Company: Playa Hotels & Resorts N.V.
Cash Price Per Share: $13.50
Cusip Number: N70544106
Form Type: 8-K
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525023140
Filing Summary: On February 9, 2025, Hyatt Hotels Corporation entered into a Purchase Agreement to commence a tender offer for all issued and outstanding ordinary shares of Playa Hotels & Resorts N.V. at a cash price of $13.50 per share. The offer will remain open until 21 business days from its commencement or 6 business days after Playa's extraordinary general meeting (EGM), subject to extensions. Upon successful completion, Playa is expected to become an indirect wholly owned subsidiary of Hyatt, leading to the termination of Playa's public trading status. The agreement encompasses a follow-up tender offer after the initial expiration, contingent upon satisfying specific conditions such as reaching a minimum tender of 80% of shares. Hyatt has arranged for committed debt financing to support the offer. Additionally, Playa's executive officers have signed support agreements to vote in favor of the deal. The Purchase Agreement outlines various representations and covenants, including commitments against alternative acquisition proposals. Should the tender not be finalized by October 9, 2025, the agreement permits termination with stipulations regarding fees for failure to close by certain conditions. A press release announcing the transaction was issued on February 10, 2025, detailing the intended transaction.
Additional details:
Purchase Agreement Date: 2025-02-09
Offer Price: 13.50
Expiration Time: 21 business days from commencement or 6 business days after EGM
Financing Commitment: Committed debt financing from multiple banks
Shareholder Agreements: Yes, with Playa's executive officers controlling 9.8% of shares
Minimum Condition: 80% shares required for closing
Termination Fee: $56,323,547
Additional Reimbursement: up to $8 million for out-of-pocket expenses
Emerging Growth Company: No
Form Type: SC TO-C
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525023145
Filing Summary: On February 9, 2025, Hyatt Hotels Corporation entered into a Purchase Agreement with Playa Hotels & Resorts N.V. and HI Holdings Playa B.V. for a tender offer to purchase all outstanding ordinary shares of Playa at $13.50 per share. The offer will remain open for 21 business days or six business days after an extraordinary general meeting of Playa's shareholders, whichever is later. If successful, Playa will become a wholly owned subsidiary of Hyatt through a corporate reorganization. The agreement includes various conditions that must be met, including minimum share tendering and regulatory approvals. Hyatt has secured debt financing to support this offer and has received commitments from Playa's executives to tender their shares. The document also outlines corporate governance changes post-acquisition and the treatment of Playa's equity awards. A press release was issued on February 10, 2025, to announce the agreement. Additionally, the options for terminating the Purchase Agreement are detailed, specifying circumstances such as failure to meet conditions or alternative acquisition proposals.
Additional details:
Date Of Report: 2025-02-09
Offer Price: 13.50
Minimum Condition: 80%
Financing Details: Committed debt financing from Bank of America, JPMorgan Chase, and others
Shareholder Control: Playa executives controlling 9.8% of shares agreed to tender
Termination Fee: 56,323,547
Form Type: SC TO-C
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525023653
Filing Summary: On February 10, 2025, Hyatt Hotels Corporation filed a Schedule TO-C relating solely to preliminary communications made before the commencement of a tender offer for the outstanding ordinary shares of Playa Hotels & Resorts N.V. by HI Holdings Playa B.V., a wholly-owned subsidiary of Hyatt. The original Schedule TO-C inadvertently did not include Playa as the Subject Company, thus necessitating this re-filing. Hyatt has entered into a Purchase Agreement with Playa and HI Holdings Playa B.V. where they will commence a tender offer to purchase all issued and outstanding ordinary shares of Playa at a cash price of $13.50 per share. The offer will remain open for 21 business days following the commencement or until six business days post an extraordinary general meeting of Playa's shareholders. If successful, Playa will become an indirect wholly owned subsidiary of Hyatt through a corporate reorganization, terminating its public company status and ceasing reporting obligations. The agreement includes conditions such as the tendering of at least 80% of shares, receipt of required anti-competition approvals, and shareholder voting at the EGM. The Purchase Agreement also stipulates that Playa must operate normally during negotiations and cannot seek alternative acquisition proposals. Should the agreement be terminated under specific circumstances, Playa will incur a termination fee to Hyatt. Furthermore, Hyatt has secured committed debt financing to support the offer, indicating robust backing for this acquisition effort.
Additional details:
Purchase Agreement Date: 2025-02-09
Offer Price: 13.50
Minimum Condition Percentage: 80
Financing Commitments: Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A.
Termination Fee: 56323547
Financing Condition: not subject to financing condition
Shareholder Control Percentage: 9.8
Form Type: SCHEDULE 13D/A
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000149315225005740
Filing Summary: On February 9, 2025, Hyatt Hotels Corporation entered into a Purchase Agreement with Playa Hotels & Resorts N.V. and HI Holdings Playa B.V. to commence a tender offer for all issued and outstanding Ordinary Shares of Playa Hotels at $13.50 per share. This Offer will remain open for 21 business days or until six business days after an Extraordinary General Meeting of shareholders occurs, whichever is later. Upon successful completion of the Offer, Playa Hotels will become an indirect wholly owned subsidiary of Hyatt, resulting in the termination of its public company status and deregistration of its shares. The transaction will proceed through a Dutch triangular merger, where shares not tendered will convert into cash equivalent to the Offer consideration. Buyer’s ability to complete the Offer hinges on obtaining at least 80% of shareholder participation and necessary regulatory approvals. Hyatt has secured financing from major banks and has gained commitment from key shareholders representing about 9.8% of shares to participate in the Offer. The Agreement contains various provisions including termination rights and treatment of equity awards post-transaction. The document outlines conditions like shareholder approvals needed at the EGM and stipulations regarding alternative acquisition proposals to safeguard against competing offers. Certain customary covenants will ensure the normal operation of the business leading up to the Closing.
Additional details:
Par Value: (euro)0.10
Tender Offer Price: $13.50
Expiration Time: 9:00 a.m. (New York City time) on the day that is (i) 21 business days from the commencement of the Offer or (ii) six business days after the date of the extraordinary general meeting of the shareholders of the Issuer, whichever is later.
Minimum Condition: 80%
Financing Sources: Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Wells Fargo Securities, LLC
Equity Awards Treatment: Restricted Shares and RSUs will vest and be convertible into cash based on the Offer Consideration.
Termination Fee: $56,323,547
Reimbursement Of Expenses: up to $8 million
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