PACE HOLDINGS CORP. (NASDAQ:PACE) Files An 8-K Other Events

PACE HOLDINGS CORP. (NASDAQ:PACE) Files An 8-K Other Events

Item8.01

Other Events.

On December20, 2016, Pace Holdings Corp., a Cayman Islands
exempted company (Pace), and Playa Hotels Resorts B.V.,
a Dutch private limited liability corporation (Playa),
issued a joint press release announcing the addition of Tom Klein
to the board of directors of Playa effective upon the
consummation of the previously announced business combination
between Pace and Playa. The press release is attached hereto as
Exhibit99.1 and incorporated by reference herein.

Additional Information and Where to Find It

Pace has caused Porto Holdco B.V. (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 proposed business combination
between Pace and Playa (the Business Combination) and a
preliminary proxy statement of Pace in connection with the
Business Combination.Pace 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.SECURITY HOLDERS ARE URGED AND ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
PACE, PLAYA, HOLDCO, THE BUSINESS COMBINATION AND RELATED
MATTERS.Investors and security holders may obtain free copies of
the Registration Statement, and the definitive proxy
statement/prospectus (when they become available) and other
relevant materials and any other documents filed by Pace, Holdco
or Playa with the SEC free of charge at the SECs web site 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 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. Additional information regarding the interests of
participants in the solicitation of proxies in connection with
the Business Combination is included in the Registration
Statement and will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed
with the SEC when they become available.

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 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
Business Combination; (2)the inability to recognize the
anticipated benefits of the 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 Business
Combination; (4)costs related to the 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 definitive proxy
statement/prospectus of Pace, including those under Risk Factors
therein, and other documents filed or to be filed with the SEC 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

Exhibit

No.

Exhibit

99.1 Joint Press Release issued by Pace and Playa on December 20,
2016.


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