SEC Form 8-K filed by Playa Hotels & Resorts N.V.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2025

PLAYA HOTELS & RESORTS N.V.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: Tel: +31 6 82 55 84 30

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Amendment to Purchase Agreement

On May 16, 2025, Playa Hotels & Resorts N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (“Playa”), Hyatt Hotels Corporation (“Hyatt”), a Delaware corporation, and HI Holdings Playa B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of the Netherlands and an indirect wholly owned subsidiary of Hyatt (“Buyer”), entered into an amendment (the “Amendment”) to the Purchase Agreement, dated February 9, 2025 (the “Purchase Agreement”). The Amendment clarifies that any Company Restricted Shares (as defined in the Purchase Agreement), which by their terms cannot be tendered in the tender offer the Buyer is currently conducting pursuant to the Purchase Agreement, are excluded from Playa’s issued and outstanding share capital for purposes of the definition of “Minimum Condition” in the Purchase Agreement. There are no other changes to the Purchase Agreement.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

(d) Exhibits.

Additional Information and Where to Find It

This Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Playa or any other securities, nor is it a substitute for the tender offer materials that Hyatt and Buyer have filed with the SEC upon commencement of the Buyer’s tender offer. On February 24, 2025, a tender offer statement on Schedule TO (the “Tender Offer Statement”), including an offer to purchase, a letter of transmittal and related documents, was filed with the SEC by Hyatt and Buyer and a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”) was filed with the SEC by Playa with respect to the tender offer. The offer to purchase all of the outstanding ordinary shares of Playa is only being made pursuant to the Tender Offer Statement (as amended from time to time).

THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF PLAYA ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES.

The Tender Offer Statement (including the offer to purchase, the related letter of transmittal and the other tender offer documents), the Solicitation/Recommendation Statement and other documents filed with the SEC by Hyatt or Playa may be obtained free of charge at the SEC’s website at www.sec.gov or at Playa’s website at investors.playaresorts.com or by contacting Playa’s investor relations department at [email protected] or at Hyatt’s website at investors.hyatt.com or by contacting Hyatt’s investor relations department at [email protected]. In addition, investors and shareholders of Playa may obtain free copies of the tender offer materials by contacting Georgeson LLC, the information agent for the tender offer, toll free at (866) 828-4304 (for shareholders) or collect at (210) 664-3693 (for banks and brokers), or by email at [email protected].

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.