Tender Offer - Playa Hotels & Resorts N.V.

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Form Type: POS AM

Filing Date: 2025-06-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525139969

Filing Summary: On June 12, 2025, Playa Hotels & Resorts N.V. filed a post-effective amendment regarding several registration statements on Form S-8 related to their 2017 Omnibus Incentive Plan. This filing follows a significant operational event, wherein, on June 11, 2025, Hyatt Hotels Corporation's subsidiary, HI Holdings Playa B.V., completed a tender offer for all outstanding ordinary shares of Playa Hotels & Resorts at a price of $13.50 per share. After this tender offer, approximately 84.5% of the shares were accepted for payment. Consequently, Playa Hotels & Resorts has terminated all securities offerings under the previously mentioned registration statements, effectively deregistering any remaining unsold securities associated with those filings.

Additional details:

Registration Statement No: 333-218017

Registration Statement No: 333-248621

Registration Statement No: 333-273307

Purchase Agreement Date: 2025-02-09

Offer Price Per Share: $13.50

Percentage Of Shares Accepted: 84.5%

Form Type: POS AM

Filing Date: 2025-06-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525139977

Filing Summary: On June 12, 2025, Playa Hotels & Resorts N.V. filed a post-effective amendment related to several Form S-8 registration statements. This filing follows the completion of a tender offer conducted by Hyatt Hotels Corporation and its subsidiary, HI Holdings Playa B.V., which began on June 11, 2025. The tender offer was to purchase all issued and outstanding ordinary shares of Playa Hotels at a price of $13.50 per share. Approximately 84.5% of the ordinary shares were accepted for payment in this closing transaction. The amendment removes from registration any remaining unsold securities associated with prior registration statements filed under the Securities Act of 1933. This amendment signifies the conclusion of offerings related to these securities following the successful completion of the tender offer.

Additional details:

Registration Number: 333-218017

Registration Number: 333-248621

Registration Number: 333-273307

Purchase Price Per Share: 13.50

Percentage Of Shares Accepted: 84.5%

Form Type: POS AM

Filing Date: 2025-06-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525139980

Filing Summary: This document represents a post-effective amendment related to the registration statements filed by Playa Hotels & Resorts N.V. for its 2017 Omnibus Incentive Plan. Specifically, it outlines the deregistration of securities after the completion of a tender offer by Hyatt Hotels Corporation for all outstanding shares of Playa Hotels & Resorts. On June 11, 2025, Hyatt's buyer accepted approximately 84.5% of these shares at a price of $13.50 per share. Consequently, Playa has terminated all offerings of its securities as previously registered. The amendment effectively removes from registration any securities that remain unsold under the previous registration statements.

Additional details:

Registration No: 333-218017

Registration No: 333-248621

Registration No: 333-273307

Ordinary Share Price: 13.50

Percentage Of Shares Accepted: 84.5

Closing Date: 2025-06-11

Form Type: POS AM

Filing Date: 2025-06-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525139984

Filing Summary: On June 12, 2025, Playa Hotels & Resorts N.V. filed a Post-Effective Amendment to deregister all unsold securities under previously filed registration statements. This follows the Company entering into a Purchase Agreement with Hyatt Hotels Corporation and its subsidiary, HI Holdings Playa B.V., to purchase all issued and outstanding Ordinary Shares for $13.50 each. The initial tender offer was completed on June 11, 2025, with approximately 84.5% of shares accepted for payment, resulting in the termination of all offerings under the registration statements. The filing aligns with the Company's commitment to deregister unsold securities post-offering termination as per SEC regulations.

Additional details:

Registration Statement No: 333-223888

Registration Statement No: 333-225756

Registration Statement No: 333-239611

Registration Statement No: 333-274587

Purchase Price Per Share: $13.50

Percentage Of Shares Accepted: 84.5%

Form Type: POS AM

Filing Date: 2025-06-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525139986

Filing Summary: Playa Hotels & Resorts N.V. filed a Post-Effective Amendment on June 12, 2025, to deregister all unsold securities under specific Form S-3 registration statements. The company, following a Purchase Agreement with Hyatt Hotels Corporation and its subsidiary, had completed an initial tender offer on June 11, 2025, accepting approximately 84.5% of its outstanding Ordinary Shares at a cash purchase price of $13.50 per share. Consequently, the company has terminated prior offerings of its securities as per the registration statements, effectively removing any unsold securities from registration.

Additional details:

Registration Numbers: 333-223888, 333-225756, 333-239611, 333-274587

Purchase Price Per Share: $13.50

Accepted For Payment Percentage: 84.5%

Closing Date: 2025-06-11

Form Type: POS AM

Filing Date: 2025-06-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525139992

Filing Summary: On June 12, 2025, Playa Hotels & Resorts N.V. filed a Post-Effective Amendment to deregister all securities that remained unsold under multiple Form S-3 registration statements with the SEC. The deregistration follows the completion of a tender offer on June 11, 2025, by Hyatt Hotels Corporation and its subsidiary for all issued and outstanding Ordinary Shares of Playa Hotels at a purchase price of $13.50 per share. Approximately 84.5% of the Ordinary Shares were accepted for payment in the initial tender offer. The Post-Effective Amendment reflects the termination of offerings under the previous registration statements and updates the status of the Company's securities accordingly.

Additional details:

Registration Statement Number: 333-223888

Registration Statement Number: 333-225756

Registration Statement Number: 333-239611

Registration Statement Number: 333-274587

Tender Offer Price: 13.50

Percent Of Shares Accepted: 84.5

Form Type: POSASR

Filing Date: 2025-06-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525139997

Filing Summary: On June 12, 2025, Playa Hotels & Resorts N.V. filed Post-Effective Amendments to deregister all unsold securities under multiple registration statements. This follows the completion of a tender offer by Hyatt Hotels Corporation and its subsidiary, HI Holdings Playa B.V., to purchase all outstanding ordinary shares at a price of $13.50 per share. The tender offer commenced on June 11, 2025, with approximately 84.5% of shares accepted for payment. Following this, Playa Hotels has terminated all previous offerings of its securities under the stated Registration Statements. The transaction was formally initiated with a Purchase Agreement dated February 9, 2025, which included detailed terms about the Offer to Purchase and related documents.

Additional details:

Registration Statement Number: 333-223888

Registration Statement Number: 333-225756

Registration Statement Number: 333-239611

Registration Statement Number: 333-274587

Purchase Price Per Share: $13.50

Percentage Of Shares Accepted: 84.5%

Form Type: SC 14D9/A

Filing Date: 2025-06-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525138236

Filing Summary: This Amendment No. 6 amends the Schedule 14D-9 of Playa Hotels & Resorts N.V. relating to the tender offer by HI Holdings Playa B.V., an indirect wholly-owned subsidiary of Hyatt Hotels Corporation. The tender offer, priced at $13.50 per share, expired on June 9, 2025, with 101,891,119 shares (approximately 82.8% of outstanding shares) validly tendered. The buying entity will proceed with payment for shares and has commenced a Subsequent Offering Period, which will last until June 16, 2025. During this period, all properly tendered shares will be accepted for payment at the same cash consideration as previously offered. Shareholders who do not tender their shares will receive the same consideration following the consummation of the Back-End Transactions. Playa is set to lose its status as a publicly traded company soon after the Subsequent Offering Period ends, with shares delisted from Nasdaq. Relevant tax information concerning non-tendering shareholders will be shared on the companies' websites. A press release announcing the expiration of the offer on June 10, 2025, is attached as an exhibit.

Additional details:

Tender Offer Price: 13.5

Expiration Date: 2025-06-09

Subsequent Offering Period Expiration: 2025-06-16

Shares Validly Tendered: 101891119

Percentage Of Outstanding Shares: 82.8

Minimum Condition Percentage: 92.7

Cancellation Consideration: same as offer consideration

Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525137055

Filing Summary: On June 6, 2025, Playa Hotels & Resorts N.V. announced its intention to voluntarily delist its ordinary shares from The Nasdaq Stock Market LLC. This decision is conditioned upon the expiration of a previously announced tender offer to acquire all outstanding ordinary shares at a price of $13.50 per share. The tender offer is part of a Purchase Agreement with Hyatt Hotels Corporation and involves the acquisition by Hyatt's subsidiary, HI Holdings Playa B.V. The offer remains subject to additional conditions as outlined in the tender offer statement filed with the SEC. A related press release was attached as Exhibit 99.1.

Additional details:

Item Description: ordinary_share_price

Item Value: €0.10

Item Description: tender_offer_price

Item Value: $13.50

Item Description: expiration_time

Item Value: 2025-06-09 17:00:00 NYC time

Item Description: buyer

Item Value: HI Holdings Playa B.V.

Item Description: purchase_agreement_date

Item Value: 2025-02-09

Form Type: SC 14D9/A

Filing Date: 2025-06-06

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525137167

Filing Summary: This document is Amendment No. 5 to the Schedule 14D-9 filed by Playa Hotels & Resorts N.V. regarding the tender offer initiated by HI Holdings Playa B.V., a wholly-owned subsidiary of Hyatt Hotels Corporation, to purchase all issued and outstanding shares of Playa Hotels for $13.50 per share in cash. The amendment provides updates, including the approval received on June 6, 2025, for anti-competition filings under the Economic Competition Federal Law of Mexico, confirming that all required approvals for the tender offer have been obtained. The Schedule 14D-9 was originally filed on February 24, 2025, and this amendment supplements the existing information by affirming that all prior disclosures remain effective unless specifically updated in this amendment.

Additional details:

Name Of Subject Company: Playa Hotels & Resorts N.V.

Name Of Person Filing Statement: Playa Hotels & Resorts N.V.

Ordinary Shares Title: Ordinary Shares, Par Value €0.10 Per Share

Cusip Number: N70544104

Tender Offer Price: $13.50

Offer Date: 2025-02-24

Approval Date: 2025-06-06

Anti Competition Filings: Ley Federal de Competencia Económica

Form Type: PRE 14A

Filing Date: 2025-05-30

Corporate Action: Tender-offer

Type: New

Accession Number: 000169241225000067

Filing Summary: On February 9, 2025, Playa Hotels & Resorts N.V. entered into a purchase agreement with Hyatt Hotels Corporation, wherein Hyatt initiated a tender offer to acquire all outstanding ordinary shares of Playa at a cash price of $13.50 per share. If successful, Hyatt will also acquire all shares in Playa’s legal successor, leading to Playa's cessation as a legal entity. The tender offer is open until June 9, 2025, unless extended. If the offer is not consummated by June 30, 2025, an annual general meeting (AGM) will occur on that date at Playa's Amsterdam office to vote on various proposals, including director appointments and financial reports. The AGM is separate from the Hyatt transaction. The proposal to acquire shares and authorize share issuance is included in the agenda for the AGM.

Additional details:

Tender Offer Price: $13.50

Tender Offer Deadline: 2025-06-09

Annual Meeting Date: 2025-06-30

Annual Meeting Time: 11:00 a.m. CEST

Record Date: 2025-06-02

Form Type: SC 14D9/A

Filing Date: 2025-05-27

Corporate Action: Tender-offer

Type: Update

Accession Number: 000119312525126287

Filing Summary: This document is an amendment to the Schedule 14D-9 filed by Playa Hotels & Resorts N.V. regarding a tender offer by HI Holdings Playa B.V., an indirect wholly-owned subsidiary of Hyatt Hotels Corporation. The amendment updates the expiration date of the tender offer, which has been extended to June 9, 2025, from the previous date of May 23, 2025. The offer price remains at $13.50 per share in cash. A press release announcing the extension was issued by Hyatt on May 27, 2025, and is included as an exhibit (a)(5)(E) in the filing. The overall purpose is to facilitate the acquisition of issued and outstanding shares of Playa Hotels & Resorts N.V. by the Buyer under the terms of the Offer to Purchase dated February 24, 2025.

Additional details:

Tender Offer Expiration Date: 2025-06-09

Offer Price: 13.50

Press Release Date: 2025-05-27

Buyer Name: HI Holdings Playa B.V.

Parent Company: Hyatt Hotels Corporation

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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