0000899243-17-016952.txt : 20170622 0000899243-17-016952.hdr.sgml : 20170622 20170622163020 ACCESSION NUMBER: 0000899243-17-016952 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170620 FILED AS OF DATE: 20170622 DATE AS OF CHANGE: 20170622 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Playa Hotels & Resorts N.V. CENTRAL INDEX KEY: 0001692412 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PRINS BERNHARDPLEIN 200 STREET 2: 1097 JB CITY: AMSTERDAM STATE: P7 ZIP: 1097 JB BUSINESS PHONE: 31-208-081-081 MAIL ADDRESS: STREET 1: PRINS BERNHARDPLEIN 200 STREET 2: 1097 JB CITY: AMSTERDAM STATE: P7 ZIP: 1097 JB FORMER COMPANY: FORMER CONFORMED NAME: Porto Holdco B.V. DATE OF NAME CHANGE: 20161215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hyatt International Holdings Co. CENTRAL INDEX KEY: 0001701349 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38012 FILM NUMBER: 17925414 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE, 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-750-1234 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE, 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HYATT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000313137 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38012 FILM NUMBER: 17925415 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE, 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-750-1234 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE, 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIC Holding Co. CENTRAL INDEX KEY: 0001701356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38012 FILM NUMBER: 17925416 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE, 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-750-1234 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE, 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HI Holdings Playa B.V. CENTRAL INDEX KEY: 0001700878 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38012 FILM NUMBER: 17925417 BUSINESS ADDRESS: STREET 1: HERIKERBERGWEG 238 CITY: AMSTERDAM STATE: P7 ZIP: 1101 CM BUSINESS PHONE: 310205408968 MAIL ADDRESS: STREET 1: HERIKERBERGWEG 238 CITY: AMSTERDAM STATE: P7 ZIP: 1101 CM REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hyatt Hotels Corp CENTRAL INDEX KEY: 0001468174 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38012 FILM NUMBER: 17925418 BUSINESS ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 750-1234 MAIL ADDRESS: STREET 1: 71 SOUTH WACKER DRIVE STREET 2: 12TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-06-20 0 0001692412 Playa Hotels & Resorts N.V. PLYA 0001468174 Hyatt Hotels Corp 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 1 0 1 0 0001700878 HI Holdings Playa B.V. HERIKERBERGWEG 238 1101 CM AMSTERDAM P7 NETHERLANDS 1 0 1 0 0001701356 AIC Holding Co. 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 1 0 1 0 0000313137 HYATT INTERNATIONAL CORP 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 1 0 1 0 0001701349 Hyatt International Holdings Co. 71 SOUTH WACKER DRIVE, 12TH FLOOR CHICAGO IL 60606 1 0 1 0 Ordinary Shares 2017-06-20 4 A 0 173880 A 12143621 I See Footnote Warrants (right to buy) 2017-06-20 4 D 0 1738806 D 2017-04-10 Ordinary Shares 0 I See Footnote On May 22, 2017, the Issuer commenced an exchange offer to holders of the Issuer's outstanding public and private warrants to purchase one-third of one ordinary share for a purchase price of one-third of $11.50 (the "Founder Warrants") to tender each such warrant to the Issuer in exchange for 0.1 ordinary shares. On June 20, 2017, the Issuer accepted HI Holdings Playa B.V.'s ("HI Holdings") tender of 1,738,806 Founder Warrants pursuant to the exchange offer in exchange for 173,880 ordinary shares. The ordinary shares are owned directly by HI Holdings, which is a wholly-owned subsidiary of Hyatt International Holdings Co., which is a wholly-owned subsidiary of Hyatt International Corporation, which is a wholly-owned subsidiary of AIC Holding Co., which is a wholly-owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. are the indirect beneficial owners of the reported securities. HI Holdings has 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 of the Issuer. As a result of the provisions of the Shareholder Agreement related to voting for certain director designees, the Holders and HI Holdings may be deemed members of a "group" within the meaning of Rule 13d-5(b) under the Exchange Act. Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer beneficially owned by the Holders. /s/ Rena Hozore Reiss, Executive Vice President, General Counsel and Secretary, Hyatt Hotels Corporation 2017-06-22 /s/ Rena Hozore Reiss, as Attorney-in-Fact for AIC Holding Co. 2017-06-22 /s/ Rena Hozore Reiss, Executive Vice President and Secretary, Hyatt International Corporation 2017-06-22 /s/ Rena Hozore Reiss, as Attorney-in-Fact for Hyatt International Holdings Co. 2017-06-22 /s/ Rena Hozore Reiss, as Attorney-in-Fact for HI Holdings Playa B.V. 2017-06-22