Amendment: SEC Form SC TO-T/A filed by Playa Hotels & Resorts N.V.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
PLAYA HOTELS & RESORTS N.V.
(Name of Subject Company (Issuer))
HI HOLDINGS PLAYA B.V.
(Name of Filing Person (Offeror))
An indirect wholly-owned subsidiary of
HYATT HOTELS CORPORATION
(Name of Filing Person (Parent of Offeror))
Ordinary Shares, par value €0.10 per share
(Title of Class of Securities)
N70544106
(CUSIP Number of Class of Securities)
| Mark S. Hoplamazian President and Chief Executive Officer Hyatt Hotels Corporation 150 North Riverside Plaza, 8th Floor Chicago, Illinois 60606 (312) 750-1234 |
Margaret C. Egan HI Holdings Playa B.V. Herikerbergweg 238 1101 CM Amsterdam, the Netherlands +31205755600 |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Michele M. Anderson, Esq.
Cathy A. Birkeland, Esq.
Roderick O. Branch, Esq.
Michael A. Pucker, Esq.
Latham & Watkins LLP
330 N. Wabash Ave., Suite 2800
Chicago, Illinois 60611
(312) 876-7700
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on February 24, 2025 by Hyatt Hotels Corporation, a Delaware corporation (“Parent”), and HI Holdings Playa B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Buyer”) and an indirect wholly-owned subsidiary of Parent (the “Transaction”). The Schedule TO relates to the offer by Buyer to purchase all of the outstanding ordinary shares, par value €0.10 per share (the “Shares”), in the capital of Playa Hotels & Resorts N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (“Playa”), at a cash price equal to $13.50 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in an Offer to Purchase, dated February 24, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
EXPLANATORY NOTE
On March 17, 2025, a Form 8-K was filed by Parent. This Amendment includes material information related to the Transaction, including Exhibits 99.1 and 99.3 to such Form 8-K.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| HI HOLDINGS PLAYA B.V. | ||
| By | /s/ Peter Sears | |
| Name: Peter Sears | ||
| Title: Managing Director A | ||
| By | /s/ Paulus Cornelis Gerhardus van Duuren | |
| Name: Paulus Cornelis Gerhardus van Duuren | ||
| Title: Managing Director B | ||
| HYATT HOTELS CORPORATION | ||
| By | /s/ Margaret C. Egan | |
| Name: Margaret C. Egan | ||
| Title: EVP, General Counsel and Secretary | ||
Date: March 17, 2025