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

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Item1.01 Entry into a Material Definitive Agreement.

On December13, 2016, Pace Holdings Corp., a Cayman Islands
exempted company (Pace), Playa Hotels Resorts B.V., a
Dutch private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid
)
(Playa), Porto Holdco B.V., a Dutch private limited
liability company (besloten vennootschap met beperkte
aansprakelijkheid
) (Holdco), and New PACE Holdings
Corp., a Cayman Islands exempted company (New Pace),
entered into a Transaction Agreement (as it may be amended from
time to time, the Transaction Agreement), providing for
a business combination (the Business Combination), the
effect of which replicates the economics of a merger of Pace and
Playa, and results in Holdco becoming the ultimate parent company
to New Pace and Playas direct and indirect subsidiaries.

The Transaction Agreement and the transactions contemplated
thereby (the Transactions) were unanimously approved by
the Board of Directors of Pace on December12, 2016.

Private Placement Subscription Agreements

In connection with the Transactions, on December13, 2016, Pace
and Holdco entered into subscription agreements (the PHC
Subscription Agreements
) with members of Pace management and
affiliates (collectively, the PHC Investors), to which
the PHC Investors agreed to purchase 1,015,000 Class A ordinary
shares, par value $0.0001 per share, of Pace (the Class A
Shares
) for a purchase price of $10.00 per share, or an
aggregate of $10,150,000 million. The PHC Investors may assign
their rights under the PHC Subscription Agreements to one or more
parties, subject to compliance with the securities laws.

On the same date, Pace and Holdco entered into subscription
agreements (the Investor Subscription Agreements and,
together with the PHC Subscription Agreements, the
Subscription Agreements), with the investors named
therein (the Investors) to which the Investors have
agreed to purchase, in the aggregate, 3,985,000 ClassA Shares for
a purchase price of $10.00 per share, or an aggregate of
$39,850,000 million, and an additional 144,654 ClassA Shares in
consideration of the purchase price and the other agreements of
the Investors contained therein.

The ClassA Shares issued by Pace to the Subscription Agreements
will be exchanged for the same number of class A ordinary shares
of New Pace, which, immediately after the merger of Pace and New
Pace contemplated by the Transaction Agreement and prior to the
merger of Playa and Holdco contemplated by the Transaction
Agreement, will be exchanged for the same number of ordinary
shares, par value 0.10per share, of Holdco (the Exchange
Shares
). Holdco has agreed to register the resale of the
Exchange Shares to a registration

statement that must be filed within 30 calendar days after
consummation of the Business Combination. The Subscription
Agreements also contain other customary representations,
warranties, covenants and agreements of the parties thereto.

The closings under the Subscription Agreements will occur
substantially concurrently with the closing of the Business
Combination and are conditioned thereon and on other customary
closing conditions. The Subscription Agreements will be
terminated, and be of no further force and effect, upon the
earlier to occur of (i)the termination of the Transaction
Agreement in accordance with its terms; (ii)the mutual written
agreement of the parties; and (iii)if any of the conditions to
the closing are not satisfied on or prior to the closing date.

The ClassA Shares to be issued to the Subscription Agreements
have not been registered under the Securities Act of 1933, as
amended (the Securities Act), and will be issued in
reliance upon the exemption provided in Section4(a)(2) of the
Securities Act and/or Regulation D promulgated thereunder.

The foregoing summary of the Subscription Agreements does not
purport to be complete and is qualified in its entirety by
reference to the Subscription Agreements, forms of which are
included as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K and incorporated by reference herein.

Item3.02 Unregistered Sales of Equity
Securities.

The disclosure set forth above in Item1.01 of this Current Report
on Form 8-K (this Current Report) under the heading
Private Placement Subscription Agreements is incorporated by
reference herein.

Item7.01 Regulation FD Disclosure.

On December13, 2016, Pace and Playa issued a joint press release
announcing the execution of the Transaction Agreement. The press
release is attached hereto as Exhibit99.1 and incorporated by
reference herein.

Attached as Exhibit 99.2 and incorporated by reference herein is
an investor presentation dated December 2016, that will be used
by Pace with respect to the Business Combination.

The information in this Item7.01, including Exhibit99.1 and
Exhibit 99.2, is furnished and shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to
liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of Pace under the
Securities Act or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report will
not be deemed an admission as to the materiality of any
information of the information in this Item7.01, including
Exhibit99.1 and Exhibit 99.2.

Additional Information and Where to Find
It

Pace and Playa intend to cause Holdco to file with the Securities
and Exchange Commission (the SEC) a registration
statement on Form S-4 (the Registration Statement),
which will include a proxy statement/prospectus with respect to
Holdcos securities to be issued in connection with the proposed
Business Combination.The definitive Registration Statement will
contain important information about the proposed Business
Combination and related matters.PACE 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 Pace, 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, Attn: Mr.CliveD. Bode.

Participants in the Solicitation

Pace, Playa, Holdco and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Paces shareholders in connection with the proposed
Business Combination. Information about Paces directors and
executive officers is set forth in Paces 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, Attn:
Mr.CliveD. Bode.Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies
to Pace 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
Pace 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 Pace, 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 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 Pace 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 Pace,
including those under Risk Factors therein, and other documents
filed or to be filed with the Securities and Exchange Commission
by Pace. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Pace 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 Financial Statements and Exhibits.


(d)
Exhibits


ExhibitNo.


Exhibit

10.1 Form of PHC Subscription Agreement.
10.2 Form of Investor Subscription Agreement.
99.1 Joint Press Release issued by Pace and Playa on December 13,
2016.
99.2 Investor Presentation of Pace dated December 2016.


About PACE HOLDINGS CORP. (NASDAQ:PACE)



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