Tender Offer - Playa Hotels & Resorts N.V.
Form Type: 8-K
Filing Date: 2025-05-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525121722
Filing Summary: On May 16, 2025, Playa Hotels & Resorts N.V. entered into an amendment to the Purchase Agreement with Hyatt Hotels Corporation and HI Holdings Playa B.V. The amendment clarifies that certain Company Restricted Shares, which cannot be tendered in the ongoing tender offer by the Buyer, are excluded from Playa’s issued and outstanding share capital relative to the Minimum Condition in the Purchase Agreement. No other changes were made to the original Purchase Agreement dated February 9, 2025. This document serves to inform shareholders and is not an offer to purchase or a solicitation to sell any shares related to the tender offer initiated by Hyatt.
Additional details:
Item 1: Amendment to Purchase Agreement
Item 2: Hyatt Hotels Corporation
Item 3: HI Holdings Playa B.V.
Item 4: Company Restricted Shares
Form Type: SC 14D9/A
Filing Date: 2025-05-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525121777
Filing Summary: This document is an Amendment No. 3 to the original Schedule 14D-9 filed by Playa Hotels & Resorts N.V. It discusses a tender offer from HI Holdings Playa B.V., a subsidiary of Hyatt Hotels Corporation, aimed at acquiring all issued and outstanding shares of Playa at a price of $13.50 per share. The amendment also includes a new paragraph regarding the amendment made to the Purchase Agreement on May 16, 2025, which specifies that Company Restricted Shares, which cannot be tendered in the Offer, are excluded from the issued and outstanding capital for the Minimum Condition definition. The original Schedule, filed on February 24, 2025, is referenced and remains unchanged except for the amendments made in this filing.
Additional details:
Purchase Agreement Amendment Date: 2025-05-16
Offer Price: 13.50
Filing Person: Tracy M.J. Colden
Contact Number: +31 20 240 9000
Buyer Name: HI Holdings Playa B.V.
Buying Company: Hyatt Hotels Corporation
Form Type: DEFA14A
Filing Date: 2025-04-11
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525079212
Filing Summary: This document serves as a supplement to the Definitive Proxy Statement of Playa Hotels & Resorts N.V. filed on March 21, 2025. It addresses details regarding a tender offer from HI Holdings Playa B.V., a wholly-owned subsidiary of Hyatt Hotels Corporation, to purchase all issued and outstanding ordinary shares of Playa for $13.50 per share in cash. The Extraordinary General Meeting (EGM) of shareholders is scheduled for April 17, 2025, to vote on proposals related to this transaction. Following the announcement of the transaction, Playa received eleven demand letters from purported shareholders alleging the company and its directors violated federal securities laws by not disclosing material information. Playa denies any allegations of legal necessity or materiality for additional disclosures but is voluntarily providing supplemental information to moor unmeritorious claims and to inform shareholders. Important updates to the Proxy Statement include information about negotiations, compensation for advisors, and financial analyses regarding the value of Playa's shares. PJT Partners provided various financial analyses, including discounted equity value and discounted cash flow analyses, comparing them to the Offer Consideration and previous share prices, asserting a range of equity values that support the tender offer. Furthermore, additional details about potential costs and termination fees related to the purchase agreement with Hyatt are specified. Shareholders are encouraged to read the complete proxy statement when available for a comprehensive understanding of the transaction and proposal at the upcoming EGM.
Additional details:
Tender Offer Price: 13.5
Shareholder Meeting Date: 2025-04-17
Advisory Fee: 26200000
Termination Fee Percentage: 3.25
Unvested Equity Awards Treatment: converted into cash for certain non-continuing employees
Financial Advisor: PJT Partners
Form Type: SC 14D9/A
Filing Date: 2025-04-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525078017
Filing Summary: This document is an amendment to the original Schedule 14D-9 filed by Playa Hotels & Resorts N.V. The amendment pertains to a tender offer by HI Holdings Playa B.V., a subsidiary of Hyatt Hotels Corporation, to acquire all outstanding shares of Playa for $13.50 per share in cash. This amendment is issued in response to eleven demand letters from purported stockholders alleging that Playa failed to disclose material information. Despite believing the letters lack merit, Playa decided to provide additional information to shareholders to address these claims. The amendment includes updated sections outlining the background of the purchase agreement, changes in financial analyses, and details of PJT Partners' advisory role and fees. The original Schedule 14D-9 remains unchanged except where explicitly amended in this document. The filing serves to enhance transparency regarding the tender offer and related transactions, without admitting any legal necessity for the disclosures made herein.
Additional details:
Title Of Class: Ordinary Shares, Par Value €0.10 Per Share
Cusip Number: N70544104
Purchase Price Per Share: $13.50
Termination Fee Percentage: 3.25%
Plc Estimated Net Debt: $854 million
Pjt Fee: approximately $26.2 million
Additional Discretionary Fee: up to approximately $6.6 million
Form Type: DEFA14A
Filing Date: 2025-02-26
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525036793
Filing Summary: On February 10, 2025, Playa Hotels & Resorts N.V. announced an agreement with Hyatt Hotels Corporation for a tender offer where Hyatt's wholly owned subsidiary will acquire all outstanding shares of Playa for $13.50 per share in cash. The earnings conference call focused on discussing fourth quarter 2024 results, which exceeded expectations despite challenges, including Hurricane Beryl's impact. The report detailed various factors contributing to the financial performance, including strong demand, business interruption proceeds, and growth in occupancy and ADR in certain regions. It emphasized a positive view of the proposed transaction with Hyatt, stressing it recognizes the value created by Playa over the years. Forward-looking statements highlighted risks and uncertainties regarding the tender offer and potential closing conditions. Shareholders are urged to read forthcoming proxy statements related to the transaction.
Additional details:
Payment Of Filing Fee: No fee required
Shareholder Urgent Read: Read the proxy statement when available for important information
Form Type: DEFA14A
Filing Date: 2025-02-24
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525033514
Filing Summary: Playa Hotels & Resorts N.V. has entered into a Purchase Agreement with Hyatt Hotels Corporation and HI Holdings Playa B.V., under which a tender offer has commenced to purchase all outstanding ordinary shares of Playa at a cash price of $13.50 per share. This offer was officially launched on February 24, 2025, and includes relevant documents filed with the SEC. Playa also plans to file a definitive proxy statement related to an extraordinary general meeting for shareholders to vote on specific proposals linked to the transaction. The communication is not an offer to purchase shares, but is considered solicitation material about upcoming EGM Proposals concerning Hyatt's takeover. Shareholders are encouraged to read the forthcoming proxy statement carefully as it will contain significant information for decision-making on their votes regarding the transaction.
Additional details:
Purchase Agreement Date: 2025-02-09
Tender Offer Price: $13.50
Shares Par Value: €0.10
Offer Documents Submitted: Yes
Form Type: SC 14D9
Filing Date: 2025-02-24
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525033511
Filing Summary: Playa Hotels & Resorts N.V. is involved in a tender offer by HI Holdings Playa B.V., a wholly-owned subsidiary of Hyatt Hotels Corporation, to purchase all issued and outstanding ordinary shares of Playa at a price of $13.50 per share, payable in cash. The offer is set to expire on April 25, 2025, unless extended. The Playa Board has recommended that shareholders accept the offer, stating it is in the best interests of the company and its stakeholders. The transaction involves conditions that must be met including a minimum tender of shares, and various regulatory approvals. Following the offer's closing, significant corporate restructuring will occur, including a triangular merger and the issuance of shares in a new entity. Shareholders who do not tender their shares will receive equivalent consideration as those who do in the event of successful completion of the transactions. Additionally, there are provisions for the treatment of equity awards held by Playa executive officers and directors, including provisions for cash payments and the conversion of certain equity awards into corresponding awards of Hyatt Class A common stock. The Playa Board has committed to supporting all related resolutions at an extraordinary general meeting to be held prior to the offer's close.
Additional details:
Offer Price: $13.50
Expiration Time: 2025-04-25
Minimum Condition: 80% of shares validly tendered
Purchase Agreement Date: 2025-02-09
Form Type: 8-K
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525023144
Filing Summary: On February 9, 2025, Playa Hotels & Resorts N.V. entered into a Purchase Agreement with Hyatt Hotels Corporation and HI Holdings Playa B.V. for a tender offer to buy all outstanding ordinary shares of Playa at $13.50 per share. The tender offer will stay open for 21 business days or six business days after an extraordinary general meeting (EGM) of shareholders, whichever is later. After the offer, a Back-End Transaction will occur, resulting in a corporate reorganization that will convert all remaining Playa shareholders into cash based on the Offer Consideration. Playa will cease to be a publicly traded company and will terminate its reporting obligations as a result. The offer is contingent upon various conditions, including a minimum acceptance threshold of 80% of shares. Playa's board has agreed to not initiate talks regarding alternative proposals for acquisition, and the Purchase Agreement contains customary representations and warranties. A termination fee of approximately $56.3 million is stipulated if Playa agrees to a competing proposal. The press release about the agreement was announced on February 10, 2025.
Additional details:
Purchase Agreement Date: 2025-02-09
Offer Cash Price: 13.50
Expiration Time: 21 business days from offer commencement
Subsequent Offering Period Duration: 5 business days
Minimum Shares Required: 80%
Form Type: DEFA14A
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525023151
Filing Summary: On February 9, 2025, Playa Hotels & Resorts N.V. (Playa) entered into a Purchase Agreement with Hyatt Hotels Corporation and HI Holdings Playa B.V. to initiate a tender offer for all issued ordinary shares of Playa at a cash price of $13.50 per share. The offer will remain open for a period of at least 21 business days, with conditions that include a minimum share tender condition of 80%. Following the initial offer period, a subsequent offering period of five business days will commence, allowing additional share purchases. Upon completion, Playa will cease to be publicly traded, and its shares will be deregistered. The document outlines the terms of support agreements executed by key Playa stakeholders who control approximately 9.8% of shares, committing to vote in favor of the transaction and tender their shares. Additionally, the Purchase Agreement includes clauses addressing alternative acquisition proposals and provisions regarding how Playa's equity awards will be treated during the transaction. The press release on February 10, 2025, announced the agreement, which requires shareholder approval at an extraordinary general meeting. The acquisition is subject to regulatory approvals and customary conditions.
Additional details:
Date Of Report: 2025-02-09
Offer Price: $13.50
Minimum Condition: 80%
Subsequent Offering Period: 5 business days
Termination Fee: $56,323,547
Financing Condition: not applicable
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