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