0001182489-17-000267.txt : 20170321
0001182489-17-000267.hdr.sgml : 20170321
20170321153224
ACCESSION NUMBER: 0001182489-17-000267
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170311
FILED AS OF DATE: 20170321
DATE AS OF CHANGE: 20170321
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: Roberts Thomas G. Jr.
CENTRAL INDEX KEY: 0001453042
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704066
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
FORMER NAME:
FORMER CONFORMED NAME: Thomas Roberts J. Jr.
DATE OF NAME CHANGE: 20090102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LANDRY MONICA R
CENTRAL INDEX KEY: 0001245636
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704070
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kim David T
CENTRAL INDEX KEY: 0001595643
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704071
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fisch Michael B.
CENTRAL INDEX KEY: 0001611816
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704073
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dreyfuss Philip D
CENTRAL INDEX KEY: 0001693981
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704074
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FARALLON PARTNERS L L C/CA
CENTRAL INDEX KEY: 0001040153
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704075
BUSINESS ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415)421-2132
MAIL ADDRESS:
STREET 1: ONE MARITIME PLAZA
STREET 2: SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PATEL RAJIV A
CENTRAL INDEX KEY: 0001275110
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704067
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Linn Michael G
CENTRAL INDEX KEY: 0001495856
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704069
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRIED RICHARD B
CENTRAL INDEX KEY: 0001245637
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704072
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C.
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Paidipaty Ravi K
CENTRAL INDEX KEY: 0001693634
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38012
FILM NUMBER: 17704068
MAIL ADDRESS:
STREET 1: C/O FARALLON CAPITAL MANAGEMENT, L.L.C
STREET 2: ONE MARITIME PLAZA, SUITE 2100
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
3
1
edgar.xml
FORM 3 -
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