PLAYA HOTELS& RESORTS N.V. (NASDAQ:PLYA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry Into a Material Definitive Agreement. |
Restated Credit Facility
On April27, 2017, Playa Hotels Resorts N.V. (the
Company or we) and our
subsidiary, Playa Resorts Holding B.V. (the
Borrower), entered into an amended and restated
senior secured credit agreement to that certain Restatement
Agreement with Deutsche Bank AG New York Branch (Deutsche
Bank), as Administrative Agent, Swing Line Lender and
Mexican Collateral Agent, Deutsche Bank, Bank of America, N.A.
and Citibank N.A., as L/C Issuers, and the other lenders party
thereto from time to time (the Restated Credit
Facility). The Restated Credit Facility amends and
restates that certain Credit Agreement, dated as of August9, 2013
(as amended, supplemented and modified prior to the date hereof,
the Original Credit Agreement), among the
Company, the Borrower, Deutsche Bank, as Administrative Agent,
L/C Issuer, Swing Line Lender and Mexican Collateral Agent, and
the lenders party thereto. The Restated Credit Facility consists
of (i)a $100million revolving line of credit with a maturity date
of April27, 2022 (the Revolving Credit Facility)
and (ii)a $530million term loan with a maturity date of April27,
2024 (the Term Loan). The maturity dates with
respect to the Revolving Credit Facility and Term Loan are
subject to an earlier maturity date that is 91 days prior to
August15, 2020 (the final maturity date of the Borrowers 8.000%
Senior Notes due 2020 (the Senior Notes)) if on
such date the outstanding principal amount of the Senior Notes is
greater than or equal to $25million (or, if less than $25million,
the Borrower is unable to demonstrate that it has sufficient
liquidity to repay such outstanding principal amount without
causing the Borrowers liquidity to be less than $50 million). The
Revolving Credit Facility also includes a $10million subfacility
for the issuance of standby letters of credit. The Restated
Credit Facility also permits an increase in the amount of term
loans and the commitments under the Revolving Credit Facility
without the consent of the lenders under the Restated Credit
Facility in an aggregate principal amount for all such increases
of up to (x) $150million plus (y)such other amounts as would not
cause certain financial ratios to exceed the applicable ratio set
forth in the Restated Credit Facility, in each case, subject to
one or more lenders providing additional commitments for such
increases and the satisfaction of certain other customary
conditions. The Term Loan was fully funded at closing and is
being used to refinance indebtedness outstanding under the
Original Credit Agreement, to redeem $115million in aggregate
principal amount of the Borrowers outstanding Senior Notes and
for other general corporate purposes.
The obligations under the Restated Credit Facility are guaranteed
by substantially all of our material subsidiaries, subject to
certain exceptions. The obligations are further guaranteed by the
Company on a limited recourse basis, with such guaranty being
secured by a lien on the capital stock of the Borrower. The
obligations are further secured by, among other things, a lien on
(i)all hotels located in Mexico, (ii)certain personal property
associated with such hotel properties and (iii)pledges of equity
interests in certain subsidiaries that directly or indirectly own
equity interests in any hotel property or certain management
companies.
Borrowings under the Term Loan bear interest, at the Borrowers
option, at either a base rate plus a margin of 2.00% or LIBOR
plus a margin of 3.00%. Borrowings under the Revolving Credit
Facility bear interest, at the Borrowers option, at either a base
rate plus a margin of 2.00% or LIBOR plus a margin of 3.00%. In
addition, under our Revolving Credit Facility, we pay an unused
commitment fee on the average daily undrawn amount at a rate that
varies between 0.25% and 0.50%, depending on the level of our
consolidated secured leverage ratio in effect from time to time.
Prior to the maturity date, the Term Loan requires amortization
payments in an aggregate annual amount equal to 1% of the initial
principal amount of the Term Loan, which amount is payable in
equal quarterly installments. In addition, so long as our total
net leverage ratio is above 4.00:1.00, the Restated Credit
Facility requires annual excess cash flow mandatory prepayments
in an amount equal to (1) 50% of excess cash flow if our total
net leverage ratio is above 4.75:1.00 or (2) 25% if our total net
leverage ratio is at or below 4.75:1.00 and greater than
4.00:1.00, in each case, as of the end of the year for which
excess cash flow is calculated. The Restated Credit Facility also
includes customary mandatory prepayment requirements associated
with the proceeds of asset sales, casualty events and
condemnation events that are not reinvested in our business, in
each case, applicable in circumstances where our total net
leverage ratio is above 4.00:1.00. We may voluntarily prepay
borrowings under the Restated Credit Facility at any time without
premium or penalty, subject to customary breakage costs in the
case of LIBOR-based loans, as well a premium of 1% applicable in
the case of a repayment of the Term Loan in the first six months
following the closing date in connection with certain
transactions that have the effect of refinancing the Term Loan at
a lower interest rate.
The Restated Credit Facility includes a springing financial
maintenance covenant that will apply only in certain
circumstances where usage of the revolving credit commitments
under the Revolving Credit Facility exceeds 35% of such
commitments. When applicable for any quarter, we are required to
maintain a secured net leverage ratio of not more than 4.75:1:00.
The Restated Credit Facility requires that the Company and,
subject to certain exceptions, all of its subsidiaries comply
with covenants relating to customary matters, including with
respect to incurring indebtedness and liens, paying dividends or
making certain other distributions or redeeming equity interests,
making acquisitions and investments, effecting mergers and asset
sales, prepaying junior indebtedness, and engaging in
transactions with affiliates.
The Restated Credit Facility also includes events of default
relating to customary matters, including but not limited to:
non-payment of principal, interest or fees; breach of
representations or warranties; violations of covenants; cross
defaults with certain other indebtedness and agreements,
including without limitation the Indenture governing our Senior
Notes; certain bankruptcy-related events; and the occurrence of
certain change in control transactions.
The Restated Credit Facility is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference. The foregoing summary of the Restated Credit Facility
is qualified in its entirety by reference to such Exhibit to this
Current Report on Form 8-K.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information in Item 1.01 is incorporated by reference into
this Item 2.03.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 10.1 |
Restatement Agreement, dated as of April27, 2017, among Playa Hotels Resorts N.V., Playa Resorts Holding B.V., as Borrower, the Guarantors party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, Swing Line Lender, and Mexican Collateral Agent, Deutsche Bank AG New York Branch, Bank of America, N.A. and CitiBank N.A., as L/C Issuers, and the other lenders party thereto from time to time. |
About PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA)
Playa Hotels & Resorts NV is based in the Netherlands and operates hotels and resorts. The Company owns, operates and develops all-inclusive resorts in beachfront locations in vacation destinations in Mexico and the Caribbean. It owns a portfolio consisting of more than 10 resorts located in Mexico, the Dominican Republic and Jamaica. The Company owns and manages Hyatt Zilara and Hyatt Ziva Cancun, Hyatt Ziva and Hyatt Zilara Rose Hall Jamaica, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos. It also owns and operates three resorts under Playa’s brands, THE Royal and Gran Resorts, as well as five resorts in Mexico and the Dominican Republic that are managed by a third party. The Company also offers and organizes weddings and other events in their hotels. PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) Recent Trading Information
PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) closed its last trading session down -0.14 at 10.43 with 121,625 shares trading hands.