PACE HOLDINGS CORP. (NASDAQ:PACE) Files An 8-K Entry into a Material Definitive Agreement

PACE HOLDINGS CORP. (NASDAQ:PACE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement

Amendment No.1 to the Transaction
Agreement

On February6, 2017, Pace Holdings Corp., a Cayman Islands
exempted company (the Company), Playa Hotels Resorts B.V.,
a Dutch private limited liability company (Playa), Porto
Holdco B.V., a Dutch private limited liability company
(besloten vennootschap met beperkte
aansprakelijkeid
) (Holdco), and New Pace Holdings
Corp., a Cayman Islands exempted company (New Pace),
entered into Amendment No.1 to Transaction Agreement (the
Transaction Agreement Amendment) to amend that certain
Transaction Agreement, by and among the Company, Playa, Holdco
and New Pace, dated December13, 2016 (the Transaction
Agreement
). The Transaction Agreement Amendment modifies the
Transaction Agreement to, among other things: (i)provide that the
closing of the transactions contemplated by the Transaction
Agreement may not occur before March10, 2017 unless the parties
agree otherwise, and (ii)provide for the fact that certain
employees of Playa, their family members and persons with
business relationships with Playa will be offered the opportunity
to enter into subscription agreements with Holdco to which such
persons will agree to subscribe for, and Holdco will agree to
issue, on the terms and subject to the conditions and limitations
set forth therein, common shares of Holdco, par value EUR 0.10
per share, immediately following the consummation of the merger
of the Company with and into Holdco.

A copy of the Transaction Agreement Amendment is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference. The disclosure set forth in this Section1.01
is intended to be a summary only and is qualified in its entirety
by reference to the Transaction Agreement Amendment.

Amended and Restated Insider Letter
Agreement

On February6, 2017, the Company, amended and restated (the
Amendment) the Insider Letter entered into in connection
with the Companys initial public offering (the Insider
Letter
), dated as of September10, 2015, by and among the
Company, TPACE Sponsor Corp. (the Sponsor) and each of the
directors and officers of the Company (each, an Insider
and collectively, the Insiders). The Amendment modifies
the Insider Letter to permit the Sponsor and each Insider to
participate in the formation of, or become an officer or director
of, another blank check company after the Company has entered
into a definitive agreement regarding an initial business
combination; provided that such other blank check company does
not consummate an initial public offering prior to the closing of
such initial business combination.

A copy of the Amendment is attached to this Current Report on
Form 8-K as
Exhibit 10.2 and is incorporated herein by reference. The
disclosure set forth in this Section1.01 is intended to be a
summary only and is qualified in its entirety by reference to the
Amendment.

Additional
Information and Where to Find It

The Company has
caused Holdco to file with the Securities and Exchange Commission
(SEC) a registration statement on Form S-4 (the Registration
Statement
), which includes a preliminary prospectus with
respect to Holdcos securities to be issued in connection with
the

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proposed business combination
between the Company and Playa (the Business Combination)
and a preliminary proxy statement of the Company in connection
with the Business Combination. The Company plans to mail to its
shareholders the definitive proxy statement/prospectus with
respect to Holdcos securities to be issued in connection with the
Business Combination.THE COMPANYS SHAREHOLDERS ARE URGED AND
ADVISED TO READ THE REGISTRATION STATEMENT CAREFULLY WHEN IT
BECOMES AVAILABLE.The Registration Statement and other relevant
materials (when they become available) and any other documents
filed by the Company, Holdco or Playa with the SEC may be
obtained free of charge at the SECs website, at www.sec.gov.In
addition, shareholders will be able to obtain free copies of the
Registration Statement by directing a request to: Pace Holdings
Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102,
email: Pace@tpg.com.

Participants in
the Solicitation

The Company, Playa, Holdco and
their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
Companys shareholders in connection with the proposed Business
Combination. Information about the Companys directors and
executive officers is set forth in the Companys Annual Report on
Form 10-K for the
fiscal year ended December31, 2015, which was filed with the SEC
on January26, 2016.These documents are available free of charge
at the SECs web site at www.sec.gov, or by directing a
request to: Pace Holdings Corp., 301 Commerce Street, Suite 3300,
Fort Worth, Texas 76102, email: Pace@tpg.com.Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to the Companys
stockholders in connection with the proposed Business Combination
will be set forth in the Registration Statement for the proposed
business combination when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed Business Combination will
be included in the Registration Statement that the Company and
Playa intend to cause Holdco to file with the
SEC.

Forward Looking
Statements

This Current Report includes
forward looking statements within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as forecast, intend, seek, target,
anticipate, believe, expect, estimate, plan, outlook, and project
and other similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters. Such forward looking statements include projected
financial information. Such forward looking statements with
respect to revenues, earnings, performance, strategies, prospects
and other aspects of the businesses of the Company, Playa or the
combined company after completion of any proposed Business
Combination are based on current expectations that are subject to
risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by
such forward looking statements. These factors include, but are
not limited to: (1)the inability to complete the transactions
contemplated by the proposed Business Combination; (2)the
inability to recognize the anticipated benefits of the proposed
Business Combination, which may be affected by, among other
things, competition, and the ability of the combined business to
grow and manage growth profitably; (3)the ability to meet NASDAQs
listing standards following the consummation
of

3

the transactions contemplated
by the proposed Business Combination; (4)costs related to the
proposed Business Combination; (5)changes in applicable laws or
regulations; (6)the possibility that Playa or the Company may be
adversely affected by other economic, business, and/or
competitive factors; and (7)other risks and uncertainties
indicated from time to time in the final prospectus of the
Company, including those under Risk Factors therein, and other
documents filed or to be filed with the Securities and Exchange
Commission by the Company. You are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. The Company and Playa undertake no commitment
to update or revise the forward-looking statements, whether as a
result of new information, future events or
otherwise.

Disclaimer

This communication is for
informational purposes only and is neither an offer to purchase,
nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction to
the proposed transactions or otherwise, nor shall there be any
sale, issuance or transfer or securities in any jurisdiction in
contravention of applicable law.No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section10 of the Securities Act of 1933, as amended, and
applicable regulations in the Netherlands and Cayman
Islands.

Item9.01 Exhibits

(d)
Exhibits

Exhibit

Number

Exhibit

10.1 Amendment No.1 to Transaction Agreement, dated February6,
2017, among the Company, Playa, Holdco and New Pace.
10.2 Amended and Restated Insider Letter Agreement, dated
February6, 2017, among the Company, its officers and
directors and TPACE Sponsor Corp.

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About PACE HOLDINGS CORP. (NASDAQ:PACE)

Pace Holdings Corp., formerly Paceline Holdings Corp., is a shell company. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company does not have any operations. The Company has not generated any revenues.

PACE HOLDINGS CORP. (NASDAQ:PACE) Recent Trading Information

PACE HOLDINGS CORP. (NASDAQ:PACE) closed its last trading session down -0.08 at 10.62 with 148,145 shares trading hands.

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