X0206 3 2017-03-11 0 0001692412 Playa Hotels & Resorts N.V. PLYA 0001040153 FARALLON PARTNERS L L C/CA C/O FARALLON CAPITAL MANAGEMENT, L.L.C., ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001693981 Dreyfuss Philip D C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 0 Member of Group Owning 10% 0001611816 Fisch Michael B. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245637 FRIED RICHARD B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 0 Member of Group Owning 10% 0001595643 Kim David T C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245636 LANDRY MONICA R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001495856 Linn Michael G C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001693634 Paidipaty Ravi K C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 0 Member of Group Owning 10% 0001275110 PATEL RAJIV A C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001453042 Roberts Thomas G. Jr. C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Ordinary Shares, par value EUR 0.10 per share 28358322 D Ordinary Shares, par value EUR 0.10 per share 1810358 D Ordinary Shares, par value EUR 0.10 per share 30168680 I See footnotes Ordinary Shares, par value EUR 0.10 per share 30168680 I See footnotes Company Founder Warrants (right to buy) Ordinary Shares 1373174 D Company Founder Warrants (right to buy) Ordinary Shares 87661 D Company Founder Warrants (right to buy) Ordinary Shares 1460835 I See footnotes Company Founder Warrants (right to buy) Ordinary Shares 1460835 I See footnotes Company Earnout Warrants (right to buy) Ordinary Shares 561753 D Company Earnout Warrants (right to buy) Ordinary Shares 35862 D Company Earnout Warrants (right to buy) Ordinary Shares 597615 I See footnotes Company Earnout Warrants (right to buy) Ordinary Shares 597615 I See footnotes The entities and individuals identified in the footnotes to this Form 3 may be deemed members of a group holding equity securities of Playa Hotels & Resorts, N.V. (the "Issuer"). The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group. Since the number of persons that may be listed on a Form 3 is limited, the entities and individuals identified in these footnotes that are not reporting persons on this Form 3 are filing an additional Form 3 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Form 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information contained in the Parallel Form 3. On March 11, 2017 (the "Closing Date"), Playa Hotels & Resorts B.V. ("Playa") merged with and into the Issuer (the "Playa Merger"), with the Issuer as the surviving entity of the Playa Merger. On the Closing Date and pursuant to the Playa Merger, the Issuer issued to Cabana Investors B.V. ("Cabana") and Playa Four Pack, L.L.C. ("Four Pack" and, together with Cabana, the "Farallon SPVs"), in each case in consideration for ordinary shares of Playa held by such Farallon SPV immediately prior to the Playa Merger, an aggregate of: (i) 30,168,680 ordinary shares, par value EUR 0.10 per share, of the Issuer ("Ordinary Shares"); (ii) 4,382,508 warrants ("Company Founder Warrants") to purchase an aggregate of 1,460,835 Ordinary Shares; and (iii) 597,615 warrants ("Company Earnout Warrants") to purchase an aggregate of 597,615 Ordinary Shares. The amount of securities in this row is owned directly by Cabana. The sole owner of Cabana is Cooperatieve Cabana U.A. ("CCUA"). The members of CCUA are Farallon Capital Partners, L.P. ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. ("FCIP III") and Farallon Capital Offshore Investors II, L.P. (collectively, as such members of CCUA as the sole owner of Cabana, the "Farallon Cabana Funds"). The amount of securities in this row is owned directly by Four Pack. The members of Four Pack are FCP, FCIP and FCIP III (collectively, as such members of Four Pack, the "Farallon Four Pack Funds"). The amount of securities in this row is owned directly by the Farallon SPVs. As the general partner of each of the Farallon Four Pack Funds and the Farallon Cabana Funds, Farallon Partners, L.P. (the "Farallon General Partner"), may be deemed to be a beneficial owner of the Issuer's securities indirectly held by each of the Farallon Four Pack Funds and each of the Farallon Cabana Funds. The Farallon General Partner hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs. Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, David T. Kim, Monica R. Landry, Michael G. Linn, Ravi K. Paidipaty, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J. M. Spokes (the "Senior Managing Member"), as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Each of the Managing Members and the Senior Managing Member hereby disclaims any beneficial ownership of any of the Issuer's securities reported or referenced herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any. The Company Founder Warrants held by the Farallon SPVs have the terms set forth in: (i) the respective Company Founder Warrants Agreements, each effective as of March 11, 2017 (together, the "Company Founder Warrant Agreements"), by and between the Issuer and each of the respective Farallon SPVs; and (ii) the Warrant Agreement, dated as of March 10, 2017, by and among Porto Holdco N.V. (now Playa Hotels & Resorts N.V.), Computershare, Inc. and Computershare Trust Company, N.A., as warrant agent (the "Warrant Agent Agreement"). Under the Company Founder Warrant Agreements and the Warrant Agent Agreement, each Company Founder Warrant entitles the relevant Farallon SPV to purchase one-third of one Ordinary Share at an exercise price of one-third of $11.50, subject to adjustment as set forth in such agreements. The Company Founder Warrants become exercisable 30 days after the Closing Date and expire on the fifth anniversary of the Closing Date. Pursuant to the respective Company Earnout Warrants Agreements, each effective as of March 11, 2017, by and between the Issuer and the respective Farallon SPVs, each Company Earnout Warrant entitles the relevant Farallon SPV to purchase one Ordinary Share at an exercise price of EUR 0.10. The Company Earnout Warrants become exercisable at such time as the closing price per Ordinary Share on the NASDAQ Capital Market has exceeded $13.00 (subject to adjustment for stock splits and reverse stock splits) for a period of more than 20 days out of 30 consecutive trading days after the Closing Date. The Company Earnout Warrants expire on the fifth anniversary of the Closing Date. The Farallon SPVs have entered into a Shareholder Agreement, dated as of March 10, 2017 and effective as of March 11, 2017 (the "Shareholder Agreement"), with the Issuer and certain other holders (the "Holders") of Ordinary Shares. As a result of the provisions in the Shareholder Agreement related to voting for certain director designees, the Holders and the Farallon SPVs may be deemed members of a "group" within the meaning of Rule 13d-5(b) under the '34 Act. Each of the reporting persons on this Form 3 and the Parallel Form 3 disclaims beneficial ownership of any securities of the Issuer beneficially owned by the Holders. /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C. 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Philip D. Dreyfuss 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Michael B. Fisch 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Richard B. Fried 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for David T. Kim 2017-03-21 /s/ Monica R. Landry, as herself 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Michael G. Linn 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Ravi K. Paidipaty 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Rajiv A. Patel 2017-03-21 /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Thomas G. Roberts, Jr. 2017-03-21