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. |
Shareholder Agreement
On March10, 2017, in connection with the Closing, the Company,
Pace Sponsor, HI Holdings Playa B.V. (HI Holdings Playa)
and Cabana Investors B.V. and Playa Four Pack, L.L.C.
(collectively, Cabana) entered into that certain
Shareholder Agreement. The Shareholder Agreement provides that
the board of directors of the Company (the Company
Board), as of the closing of the Business Combination, is
comprised of ten directors, consisting of nine non-executive
directors and Bruce D.Wardinski, as the initial CEO Director. As
of the closing of the Business Combination, three of the
non-executive directors, Thomas Klein, Paul Hackwell and Karl
Peterson, were designated by Pace Sponsor (and Thomas Klein is
not employed by, and does not have any other material financial
relationship with, the Pace Sponsor or any of its affiliates)
(each, a Pace Director), two of the non-executive
directors, Daniel Hirsch and Stephen Millham, were designated by
Cabana (each, a Cabana Director), and one non-executive
director, Stephen Haggerty was designated by HI Holdings Playa
(the Hyatt Director).The Shareholder Agreement further
provides that each of the directors, other than the CEO Director,
is an Independent Director within the meaning of the listing
rules of the NASDAQ Capital Market (the NASDAQ).
Under the Shareholder Agreement, after the expiration of the
initial one-year term, Pace Sponsor, HIHoldings Playa and Cabana
will have certain rights to designate directors to the Company
Board.
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Pace Directors: Pace Sponsor will have the right to designate (i)three directors to the Company Board for as long as Pace Sponsor holds more than 7,500,000 Company Shares, (ii)two directors to the Company Board for as long as Pace Sponsor holds 7,500,000 or fewer but more than 5,625,000 Company Shares, and (iii)one director to the Company Board for as long as Pace Sponsor holds 5,625,000 or fewer but more than 3,750,000 Company Shares. |
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Hyatt Director: HI Holdings Playa will have the right to designate one director to the Company Board for as long as HI Holdings Playa holds more than 7,500,000 Company Shares. |
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Cabana Directors: Cabana will have the right to designate (i)two directors to the Company Board for so long as Cabana holds more than 15,000,000 Company Shares and (ii)one director to the Company Board for so long as Cabana holds 15,000,000 or fewer but more than 7,500,000 Company Shares. |
The three remaining directors, Hal Jones, Elizabeth Lieberman and
Arturo Sarukhan, were nominated by the Company Board in
accordance with the Company Articles of Association.
The Company nominated the respective director designees as
provided for in the Shareholder Agreement. In addition, each of
Pace Sponsor, HI Holdings Playa and Cabana (theDesignating
Shareholders) agreed to vote to elect the designees of the
other shareholder signatories designated in accordance with the
Shareholder Agreement to the Company Board for the term of the
Shareholder Agreement, unless such shareholder ceases to hold the
minimum number of Company Shares needed for such person to be
entitled to designate at least one such director.
The Shareholder Agreement also provides that the Company Board
shall maintain a Capital Allocation Committee, initially
consisting of one Pace Director, one Cabana Director and the CEO
Director. For as long as Pace Sponsor or Cabana are entitled to
appoint any director to the Company Board, any vacancy on the
Capital Allocation Committee resulting from the resignation,
removal, or death of the applicable Pace Director or Cabana
Director, as applicable, must be promptly filled by the Company
Board following prompt nomination of such replacement director by
Pace Sponsor or Cabana.Any action by the Capital Allocation
Committee will require the affirmative vote of two committee
members.
The foregoing description of the Shareholder Agreement does not
purport to be complete and is qualified in its entirety by the
terms and conditions of the Shareholder Agreement, which is
attached hereto as Exhibit10.1 and is incorporated herein by
reference.
Registration Rights Agreement
On March10, 2017, in connection with the Closing, the Company,
Pace Sponsor, Cabana, HI Holdings Playa, and other holders named
therein entered into that certain Registration Rights Agreement.
to the Registration Rights Agreement, as of the Closing, certain
persons who were holders of Company Shares immediately after the
Playa Merger, including HI Holdings Playa, Cabana, certain other
shareholders of Playa immediately prior to consummation of the
Business Combination, Pace Sponsor, Chad Leat, Robert Suss, Paul
Walsh and Kneeland Youngblood (the Holders), are
entitled to registration rights. At any time, and from time to
time, after the six month anniversary of the closing of the
Business Combination, HI Holdings Playa, Cabana or Pace Sponsor
may demand that the Company register for resale some or all of
their Company Shares for so long as they continue to meet certain
ownership thresholds.
The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by the terms and conditions of the Registration Rights Agreement,
which is attached hereto as Exhibit10.2 and is incorporated
herein by reference.
Subscription Agreements
In connection with the transactions contemplated by the
Transaction Agreement, on March11, 2017, we entered into
subscription agreements (the Subscription Agreements)
with Playa employees, their family members and persons with
business relationships with Playa (collectively, the Playa
Investors), to which the Playa Investors agreed to purchase
82,751 Company Shares for an aggregate purchase price of
$798,547.15. The closings under the Subscription Agreements,
which were subject to ordinary closing conditions, occurred on
March11, 2017.
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The Company Shares issued to the Subscription Agreements have not
been registered under the Securities Act of 1933, as amended (the
Securities Act), and were issued in reliance upon the
exemption provided in Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder. We have agreed to
register the resale of the shares issued to the Subscription
Agreements 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 foregoing summary of the Subscription Agreements does not
purport to be complete and is qualified in its entirety by
reference to the Subscription Agreements, a form of which are
included as Exhibit 10.5 to this Current Report on Form 8-K and
incorporated by reference herein.
2017 Omnibus Incentive Plan
The Company Board approved the 2017 Omnibus Incentive Plan (the
2017 Plan) on March10, 2017, and our shareholders
approved the 2017 Plan to a written resolution of the general
meeting of shareholders on March10, 2017. The purpose of the 2017
Plan is to (a)provide eligible persons with an incentive to
contribute to our success and to operate and manage our business
in a manner that will provide for our long-term growth and
profitability to benefit our shareholders and other important
stakeholders, including employees and customers, and (b)provide a
means of obtaining, rewarding and retaining key personnel.The
2017 Plan provides for the grant of options to purchase Company
Shares, share awards (including restricted shares and share
units), share appreciation rights, performance shares or other
performance-based awards, unrestricted shares, dividend
equivalent rights, other equity-based awards and cash bonus
awards. We have reserved a total of 4,000,000 Company Shares for
issuance to the 2017 Plan, subject to certain adjustments set
forth in the 2017 Plan.
The foregoing description of the 2017 Plan does not purport to be
complete and is qualified in its entirety by the terms and
conditions of the 2017 Plan, which is attached hereto as Exhibit
10.16 and is incorporated herein by reference.
Indemnification Agreements
On March11, 2017, we entered into indemnification agreements with
each of our directors and executive officers.Each indemnification
agreement provides for indemnification and advancements by the
Company of certain expenses and costs relating to claims, suits
or proceedings arising from his or her service to the Company or,
at our request, service to other entities, as officers or
directors to the maximum extent permitted by Dutch law.
The foregoing description of the indemnification agreements does
not purport to be complete and is qualified in its entirety by
the terms and conditions of the form of indemnification
agreement, which is attached hereto as Exhibit10.15 and is
incorporated by reference.
Warrant Agreements
On March11, 2017, we entered into a Company Earnout Warrants
Agreement with each of the shareholders of Playa to which we
issued each such Playa shareholder its pro rata share of
1,000,000 warrants to purchase Company Shares (Company
Earnout Warrants) (calculated in accordance with such
shareholders ownership of Playa immediately prior to the
consummation of the Business Combination). to the Company Earnout
Warrants Agreements, each such former Playa shareholder has the
right to acquire its pro rata share of 1,000,000 Company
Shares in the event that the price per share underlying the
warrants on the NASDAQ is greater than $13.00 for a period of
more than 20 days out of 30 consecutive trading days after the
closing date of the Business Combination but within five years
after the closing date of the Business Combination (the
Trigger Event).
On March10, 2017, we entered into a Sponsor Earnout Warrants
Agreement with Pace Sponsor to which we issued Pace Sponsor
2,000,000 Company Earnout Warrants. to the Sponsor Earnout
Warrants Agreements, Pace Sponsor has the right to acquire
2,000,000 Company Shares upon the occurrence of the Trigger
Event.
On March11, 2017, we entered into a Company Founder Warrants
Agreement with each of the shareholders of Playa to which we
issued each such Playa shareholder its pro rata share of
7,333,333 warrants to acquire Company Shares on substantially
equivalent terms and conditions as set forth in the New Pace
Founder Warrants (as defined below) (Company Founder
Warrants) (calculated in accordance with such shareholders
ownership of Playa immediately prior to the consummation of the
Business Combination). to the Company Founder Warrants
Agreements, each such former Playa shareholder has the rights
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set forth in the Warrant Agreement between the Company and
Computershare Trust Company N.A. (Computershare), dated
as of March10, 2017. As such, the holder of each Company Founder
Warrant has the right to purchase from the Company one-third of
one Ordinary Share, at the price of one third of $11.50 per
share, subject to certain adjustments described in the Warrant
Agreement.
On March10, 2017, we entered into a Company Founder Warrants
Agreement with Pace Sponsor, LLC to which we issued 14,666,667
Company Founder Warrants. to the Company Founder Warrants
Agreement, Pace Sponsor has the rights set forth in the Warrant
Agreement between the Company and Computershare dated as of
March10, 2017. Therefore, Pace Sponsor, with respect to each
Company Founder Warrant, has the right to purchase from the
Company one-third of one Ordinary Share, at the price of one
third of $11.50 per share, subject to certain adjustments
described in the Warrant Agreement.
On March10, 2017, we entered into a Warrant Agreement with
Computershare, Inc. and Computershare, to which Computershare
agreed to act as exchange agent with respect to the issuance of
warrants acquire Company Shares on substantially equivalent terms
and conditions as set forth in the New Pace Public Warrants (as
defined below) (Company Public Warrants) and the Company
Founder Warrants in connection with the closing of the Business
Combination.
Each of the Company Founder Warrants and the Company Earnout
Warrants have not been registered under the Securities Act in
reliance upon the exemption provided in Section 4(a)(2) of the
Securities Act and/or RegulationD promulgated thereunder and are
subject to transfer restrictions to the Company Founder Warrants
Agreement, the Company Earnout Warrants Agreement and the Sponsor
Earnout Warrants Agreement.
| Item2.01 |
Completion of Acquisition or Disposition of Assets. |
The disclosure set forth in the Introductory Note above is
incorporated into this Item 2.01 by reference. On March1, 2017,
the Business Combination was approved by Paces shareholders. The
Business Combination was completed on March11, 2017.
Consideration to Pace Shareholders and Pace Warrant Holders
in the Business Combination
The consideration paid to the Pace shareholders in connection
with the Business Combination consisted of: (i)40,334,959 Company
Shares issued to former Pace public shareholders; (ii) 7,500,000
Company Shares issued to Pace Sponsor and other former holders of
Founder Shares, which Company Shares have not been registered
under the Securities Act in reliance upon the exemption provided
in Section 4(a)(2) of the Securities Act and/or RegulationD
promulgated thereunder, (iii) 5,064,654 Company Shares issued to
the PIPE Investors (as defined below), which Company Shares have
not been registered under the Securities Act in reliance upon the
exemption provided in Section 4(a)(2) of the Securities Act
and/or RegulationD promulgated thereunder, (iv) 14,666,667
Company Founder Warrants, which Company Founder Warrants have not
been registered under the Securities Act in reliance upon the
exemption provided in Section 4(a)(2) of the Securities Act
and/or RegulationD promulgated thereunder; and (v)45,000,000
Company Public Warrants. The number of Company Shares, Company
Founder Warrants and Company Public Warrants received by the Pace
shareholders were determined as follows:
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at the effective time of the Pace Merger, each Pace ClassA Share was converted into the right to receive one validly issued, fully paid andnon-assessableNew Pace ClassA Share, which, immediately after the Pace Merger and prior to the consummation of the Playa Merger, was exchanged for one validly issued, fully paid andnon-assessableCompany Share; |
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at the effective time of the Pace Merger, each ClassF Share was converted into the right to receive one validly issued, fully paid andnon-assessableClassF ordinary share, par value $0.0001 per share, of New Pace (the New Pace ClassF Shares), which, immediately after the Pace Merger and prior to the consummation of the Playa Merger, was exchanged for one validly issued, fully paid andnon-assessableCompany Share; |
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at the effective time of the Pace Merger, each warrant issued to Pace Sponsor prior to Paces initial public offering, each of which was exercisable forone-thirdof one Pace ClassA Share (the Founder Warrants), was (after taking into account the cancellation of Founder Warrants contemplated by the Sponsor Letter Agreement, which is attached hereto as Exhibit10.6) cancelled in exchange for one warrant to acquire New Pace ClassA Shares on substantially equivalent terms and conditions as set forth in the Founder Warrants (the New Pace Founder Warrants), which were, immediately after the Pace Merger and prior to the Playa Merger, exchanged for a Company Founder Warrant on substantially equivalent terms and conditions; and |
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at the effective time of the Pace Merger, each Pace public warrant was cancelled in exchange for one warrant to acquire New Pace ClassA Shares on substantially equivalent terms and conditions as set forth in the Pace public warrants (the New Pace Public Warrants), which were, immediately after the Pace Merger and prior to the Playa Merger, exchanged for a Company Public Warrant on substantially equivalent terms and conditions. |
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In addition, as noted above prior to the Pace Merger, Pace
Sponsor received the Sponsor Earnout Warrants to which it has the
right to acquire 2,000,000 Pace ClassA Shares upon the occurrence
of the Trigger Event. At the effective time of the Pace Merger,
each Sponsor Earnout Warrant was cancelled in exchange for one
warrant to acquire New Pace ClassA Shares on substantially
equivalent terms and conditions as set forth in the Sponsor
Earnout Warrants, which were, immediately after the Pace Merger
and prior to the Playa Merger, exchanged for a Company Earnout
Warrant on substantially equivalent terms and conditions.
In connection with the foregoing and concurrently with the
execution of the Transaction Agreement, Pace entered into
subscription agreements with certain investors, including certain
members of Pace management and affiliates (the PIPE
Investors), to which the PIPE Investors agreed to subscribe
for and purchase, and Pace agreed to issue and sell to the PIPE
Investors, newly issued ClassA Shares for gross proceeds of
approximately $50.0million (the Private Placement). The
number of ClassA shares sold to the Private Placement was reduced
in connection with Playa Investors agreeing to purchase Company
Shares to the Subscription Agreements, resulting in gross
proceeds of approximately $49.2million to the Private Placement.
At the effective time of the Pace Merger, each ClassA Share
purchased in the Private Placement was exchanged for an
equivalent number of New Pace ClassA Shares at the consummation
of the Pace Merger, which such shares were issued to the exchange
agent and, immediately after the Pace Merger and prior to the
consummation of the Playa Merger, were exchanged for an
equivalent number of Company Shares. The 5,064,654 Company Shares
issued to the subscription agreements have not been registered
under the Securities Act in reliance upon the exemption provided
in Section 4(a)(2) of the Securities Act and/or RegulationD
promulgated thereunder. We have agreed to register the resale of
the shares issued to the Private Placement to a registration
statement that must be filed within 30 calendar days after
consummation of the Business Combination.
Consideration Payable to Playa Shareholders in the Business
Combination and Residual Cash to the Company
The consideration paid to the holders of Playas ordinary shares
(the Playa Common Shareholders) in connection with the
Playa Merger consisted of: (i) 50,481,822 Company Shares;
(ii)7,333,333 Company Founder Warrants; and (iii)warrants to
acquire 1,000,000 Company Earnout Warrants. The aggregate number
of Company Shares received by the Playa Common Shareholders was
calculated based upon an enterprise value of Playa equal to
$1,753.0million. Each Playa Shareholder received its pro rata
portion of the number of Company Founder Warrants issued to the
Playa Common Shareholders and its pro rata portion of the Company
Earnout Warrants issued to the Playa Common Shareholders.
The consideration paid to the Playa Preferred Shareholders in
connection with the Playa Preferred Share Acquisition was an
aggregate amount equal to $8.40 for each outstanding Playa
Preferred Share (plus any accrued and unpaid dividends thereon
through December31, 2016), for an aggregate consideration value
of approximately $353.8million (which includes accrued but unpaid
dividends on the Playa Preferred Shares through December31, 2016,
plus any additional accrued but unpaid dividends thereon after
December31, 2016 through the closing of the Business
Combination). In addition, after payment of the consideration to
the Playa Preferred Shareholders in the Playa Preferred Share
Acquisition, the Company received additional cash proceeds of
approximately $68.9 million.
The material terms and conditions of the Transaction Agreement
are described on pages 148 to 166 of Holdcos registration
statement on Form S-4 filed with the SEC on February7, 2017 (the
Registration Statement) in the sections entitled The
Business Combination and The Transaction Agreement and
Related Agreements, which is incorporated herein by
reference.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Current Report on Form8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934.These forward-looking statements relate to expectations for
future financial performance, business strategies or expectations
for the Companys business.Specifically, forward-looking
statements may include statements relating to:
| the benefits of the Business Combination; |
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the future financial performance of the Company following the Business Combination; |
| changes in the market for our resorts; |
| expansion plans and opportunities; and |
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other statements preceded by, followed by or that include the words may, can, should, will, estimate, plan, project, forecast, intend, expect, anticipate, believe, seek, target or similar expressions. |
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These forward-looking statements are based on information
available as of the date of this Current Report on Form 8-K and
our managements current expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing our views as of any subsequent date. We do not
undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made,
whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws.
As a result of a number of known and unknown risks and
uncertainties, our actual results or performance may be
materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual
results to differ include:
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general economic uncertainty and the effect of general economic conditions on the lodging industry in particular; |
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the popularity of the all-inclusive resort model, particularly in the luxury segment of the resort market; |
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the success and continuation of the Companys relationship with Hyatt; |
| the volatility of currency exchange rates; |
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the success of the Companys branding or rebranding initiatives with its current portfolio and resorts that may be acquired in the future, including the rebranding of two resorts under the new all-inclusive Panama Jack brand; |
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the Companys failure to successfully complete its expansion, repair and renovation projects in the timeframes and at the costs anticipated; |
| significant increases in construction and development costs; |
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the Companys ability to obtain and maintain financing arrangements on attractive terms; |
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the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which the Company operates; |
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the effectiveness of the Companys internal controls and its corporate policies and procedures and the success and timing of the remediation efforts for the material weaknesses the Company identified in its internal control over financial reporting; |
| changes in personnel and availability of qualified personnel; |
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environmental uncertainties and risks related to adverse weather conditions and natural disasters; |
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dependence on third parties to provide Internet, telecommunications and network connectivity to Company data centers; |
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the volatility of the market price and liquidity of Company Shares and other securities of the Company; |
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the increasingly competitive environment in which the Company will operate; and |
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other risks and uncertainties indicated or incorporated by reference in this Current Report on Form 8-K, including those set forth in the Risk Factors section in the Registration Statement beginning on page 51 of the Registration Statement, which is incorporated herein by reference. |
Business
The business of the Company is described in the Registration
Statement in the section entitled Business of Playa and
Certain Information about Playa beginning on page214 of the
Registration Statement, which is incorporated to this Current
Report on Form 8-K as Exhibit 99.4.
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Risk Factors
The risk factors related to our business and operations are
described in the Registration Statement in the section entitled
Risk Factors beginning on page51 of the Registration
Statement, which is incorporated herein by reference.
Selected Consolidated Historical Financial and Other
Information
The following tables set forth selected financial information.
You should read the following selected financial information and
operating data in conjunction with the section set forth in
Exhibit 99.1 to this Current Report on Form 8-K entitled
Managements Discussion and Analysis of Financial Condition
and Results of Operations, and Playas audited consolidated
financial statements and related notes, set forth in Exhibit 99.3
to this Current Report on Form 8-K. Playa derived the summary
statements of operations data and other financial data for the
years ended December31, 2016, 2015 and 2014, and the summary
balance sheet data as of December31, 2016 and 2015 from Playas
audited consolidated financial statements set forth in Exhibit
99.3 to this Current Report on Form 8-K. Playas historical
results may not be indicative of the results that may be achieved
in the future.
Consolidated Statement of Operations Data ($ in thousands,
except per share data):
| Year Ended December31, | ||||||||||||
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Total revenue |
$ | 521,491 | $ | 408,345 | $ | 367,237 | ||||||
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Operating income (loss) |
$ | 85,060 | $ | 59,920 | $ | (15,265 | ) | |||||
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Net (loss) income |
$ | 20,216 | $ | 9,711 | $ | (38,216 | ) | |||||
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Net loss available to ordinary shareholders |
$ | (23,460 | ) | $ | (29,946 | ) | $ | (74,207 | ) | |||
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Losses per share – Basic |
$ | (0.39 | ) | $ | (0.50 | ) | $ | (1.18 | ) | |||
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Losses per share – Diluted |
$ | (0.39 | ) | $ | (0.50 | ) | $ | (1.18 | ) |
Consolidated Balance Sheet Data ($ in thousands):
| As of December31, | ||||||||
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Property, plant and equipment, net |
$ | 1,400,317 | $ | 1,432,855 | ||||
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Total assets |
$ | 1,590,890 | $ | 1,644,024 | ||||
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Total debt |
$ | 828,317 | $ | 828,438 | ||||
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Total liabilities |
$ | 1,074,336 | $ | 1,098,034 | ||||
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Cumulative redeemable preferred shares |
$ | 345,951 | $ | 352,275 |
Selected Unaudited Pro Forma Condensed Combined
Financial Information
The information set forth in Exhibit 99.2 to this Current Report
on Form 8-K is incorporated herein by reference.
Managements Discussion and Analysis of Financial
Condition and Results of Operations
The information set forth in Exhibit 99.1 to this Current Report
on Form 8-K entitled Managements Discussion and Analysis of
Financial Condition and Results of Operations is
incorporated herein by reference.
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Quantitative and Qualitative Disclosures About Market
Risk.
In the normal course of operations, we are exposed to interest
rate risk and foreign currency risk which may impact future
income and cash flows.
Interest Rate Risk
The risk from market interest rate fluctuations mainly affects
long-term debt bearing interest at a variable interest rate. We
may use derivative financial instruments to manage exposure to
this risk. We currently do not have any interest rate swaps or
similar derivative instruments. As of December31, 2016,
approximately 43% of our outstanding indebtedness bore interest
at floating rates and approximately 57% bore interest at fixed
rates. If market rates of interest on our floating rate debt were
to increase by 1.0%, the increase in interest expense on our
floating rate debt would decrease our future earnings and cash
flows by approximately $3.6million annually, assuming there was
no amount outstanding under our Revolving Credit Facility. If
market rates of interest on our floating rate debt were to
decrease, our interest expense on floating rate debt would remain
unchanged as our Term Loan contains a LIBOR floor of 1.00%.
Foreign Currency Risk
We are exposed to exchange rate fluctuations because all of our
resort investments are based in locations where the local
currency is not the U.S. dollar, which is our reporting currency.
For the year ended December31, 2016 approximately 3% of our
revenues were denominated in currencies other than the U.S.
dollar. As a result, our revenues reported on our consolidated
statements of operations and comprehensive income (loss) are
affected by movements in exchange rates.
Approximately 72% of our operating expenses for the year ended
December31, 2016 were denominated in the local currencies in the
countries in which we operate. As a result, our operating
expenses reported on our consolidated statements of operations
and comprehensive income (loss) are affected by movements in
exchange rates.
The foreign currencies in which our expenses are primarily
denominated are the Mexican Peso, Dominican Peso and the Jamaican
Dollar. The effect of an immediate 5% adverse change in foreign
exchange rates on Mexican Peso-denominated expenses at
December31, 2016 would have impacted our net income before tax by
approximately $8.9million. The effect of an immediate 5% adverse
change in foreign exchange rates on Dominican Peso-denominated
expenses at December31, 2016 would have impacted our net income
before tax by approximately $3.6million. The effect of an
immediate 5% adverse change in foreign exchange rates on Jamaican
Dollar-denominated expenses at December31, 2016 would have
impacted our net income before tax by approximately $1.9million.
At this time, we do not have any outstanding derivatives or other
financial instruments designed to hedge our foreign currency
exchange risk.
Properties
Our registered office and mailing address is at Prins
Bernhardplein 200, 1097 JB Amsterdam, the Netherlands. Our
principal operating locations are described in the Registration
Statement in the section entitled Description of Playas
Resorts on page222 of the Registration Statement, which is
incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information regarding the
beneficial ownership of Company Shares as of March, 12, 2017 by:
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each person who is the beneficial owner of more than 5% of the Companys outstanding ordinary shares; |
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each person who became an executive officer or director of the Company post-Business Combination; and |
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all executive officers and directors of the Company as a group post-Business Combination. |
The SEC has defined beneficial ownership of a security to mean
the possession, directly or indirectly, of voting power and/or
investment power over such security. A shareholder is also deemed
to be, as of any date, the beneficial owner of all securities
that
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such shareholder has the right to acquire within 60days after
that date through (a)the exercise of any option, warrant or
right, (b)the conversion of a security, (c)the power to revoke a
trust, discretionary account or similar arrangement, or (d)the
automatic termination of a trust, discretionary account or
similar arrangement. In computing the number of shares
beneficially owned by a person and the percentage ownership of
that person, ordinary shares subject to options or other rights
(as set forth above) held by that person that are currently
exercisable, or will become exercisable within 60 days
thereafter, are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership
of any other person. Each person named in the table has sole
voting and investment power with respect to all of the ordinary
shares shown as beneficially owned by such person, except as
otherwise indicated in the table or footnotes below.
The beneficial ownership percentages set forth in the table below
do not take into account (i)the issuance of any Company Shares
(or options to acquire Company Shares) under the 2017 Omnibus
Incentive Plan and (ii)the issuance of any Company Shares upon
the exercise of outstanding warrants to purchase up to a total of
approximately 25,333,333 Company Shares.
Unless otherwise indicated, the Company believes that all persons
named in the table below have sole voting and investment power
with respect to all shares of capital stock beneficially owned by
them. To the Companys knowledge, no Company Shares beneficially
owned by any executive officer, director or director nominee have
been pledged as security.
Unless otherwise indicated, the address of each person named
below is c/o Playa Hotels Resorts N.V, Prins Bernhardplein 200,
1097 JB Amsterdam, the Netherlands.
| Beneficial Ownership | ||||||||
|
Beneficial Owner |
Numberof Ordinary Shares of Company | Percentage of All Ordinary Shares(1) | ||||||
|
Executive Officers and Directors |
||||||||
|
Bruce D. Wardinski |
1,753,050 | 1.69 | % | |||||
|
Alexander Stadlin |
% | |||||||
|
Larry Harvey |
% | |||||||
|
Kevin Froemming |
% | |||||||
|
David Camhi |
5,181 | 0.01 | % | |||||
|
Stephen G. Haggerty |
% | |||||||
|
Daniel J. Hirsch(2) |
% | |||||||
|
Hal Stanley Jones |
% | |||||||
|
Stephen L. Millham(3) |
% | |||||||
|
Arturo Sarukhan |
% | |||||||
|
Elizabeth Lieberman |
% | |||||||
|
Karl Peterson(4)(8) |
300,000 | 0.29 | % | |||||
|
Tom Klein |
155,445 | 0.15 | % | |||||
|
Paul Hackwell |
% | |||||||
|
All executive officers and directors as a group (14persons) |
2,213,676 | 2.14 | % |
| Beneficial Ownership | ||||||||
|
Beneficial Owner |
Numberof Ordinary Shares of Company | Percentage of All Ordinary Shares(1) | ||||||
|
Other 5% Shareholders |
||||||||
|
Cabana Investors B.V. (5) |
28,358,322 | 27.41 | % | |||||
|
Playa Four Pack, L.L.C. (6) |
1,810,358 | 1.75 | % | |||||
|
HI Holdings Playa (7) |
11,969,741 | 11.57 | % | |||||
|
Abu Dhabi Investment Authority |
5,972,955 | 5.77 | % | |||||
|
TPG Pace Sponsor, LLC (formerly, TPACE Sponsor Corp.) |
7,340,000 | 7.09 | % |
10
| (1) | Based on 103,464,186 Ordinary Shares outstanding. |
| (2) |
Mr.Hirschs address is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, SanFrancisco, CA 94111. |
| (3) |
Mr.Millhams address is c/o Playa Hotels Resorts, 3950 University Drive, Suite 301, Fairfax, Virginia 22030. |
| (4) |
Does not include any Ordinary Shares Mr. Peterson may be deemed to hold indirectly through TPG Pace Sponsor, LLC. See Note8 below. |
| (5) |
The sole owner of Cabana Investors B.V. is Coperatieve Cabana U.A. The sole owners of Coperatieve Cabana U.A. are Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. and Farallon Capital Offshore Investors II, L.P. (collectively, the Cabana Farallon Funds). FP is the general partner of each of the Cabana Farallon Funds and may be deemed to beneficially own the Companys ordinary shares to be indirectly owned by each of the Cabana Farallon Funds. As managing members of FP with the power to exercise investment discretion, each of PhilipD. Dreyfuss, MichaelB. Fisch, RichardB. Fried, DavidT. Kim, MonicaR. Landry, MichaelG. Linn, RaviK. Paidipaty, RajivA. Patel, ThomasG. Roberts,Jr., William Seybold, AndrewJ.M. Spokes, JohnR. Warren and MarkC. Wehrly (collectively, the Farallon Managing Members) may be deemed to beneficially own the Companys ordinary shares to be indirectly owned by each of the Cabana Farallon Funds. Each of FP, the Farallon Managing Members, Coperatieve Cabana U.A. and the Cabana Farallon Funds disclaims beneficial ownership of Holdcos ordinary shares to be held by Cabana Investors B.V. All of the entities and individuals identified in this footnote disclaim group attribution. Cabana Investors B.V.s address is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, SanFrancisco, CA 94111. |
| (6) |
FCM is the manager of Playa Four Pack, L.L.C. and may be deemed to beneficially own the Company Shares to be held by Playa Four Pack, L.L.C. The sole owners of Playa Four Pack, L.L.C. are Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P. and Farallon Capital Institutional Partners III, L.P. (collectively, the Four Pack Farallon Funds). FP is the general partner of each of the Four Pack Farallon Funds and may be deemed to beneficially own the Company Shares to be indirectly owned by each of the Four Pack Farallon Funds. As managing members of each of FP and FCM with the power to exercise investment discretion, each of the Farallon Managing Members may be deemed to beneficially own Company Shares to be indirectly owned by each of the Four Pack Farallon Funds. Each of FP, FCM, the Farallon Managing Members and the Four Pack Farallon Funds disclaims beneficial ownership of Company Shares to be held by Playa Four Pack, L.L.C. All of the entities and individuals identified in this footnote disclaim group attribution. Playa Four Pack, L.L.C.s address is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, CA 94111. |
| (7) |
HI Holdings Playa is an indirect wholly-owned subsidiary of Hyatt. Hyatt and each of AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co., each a direct or indirect wholly-owned subsidiary of Hyatt, may be deemed to beneficially own Company Shares to be held by HI Holdings Playa. |
| (8) |
The sole members of TPG Pace Sponsor, LLC are Mr.Peterson and TPG Holdings III, L.P., whose general partner is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter. Messrs. Bonderman, Coulter and Peterson disclaim beneficial ownership of the securities held by TPG Pace Sponsor, LLC except to the extent of their pecuniary interest therein. The number of Ordinary Shares reported in respect of TPG Pace Sponsor, LLC in the table above does not include any other Ordinary Shares Messrs. Bonderman, Coulter and Peterson may directly or indirectly hold. The address of each of TPG Pace Sponsor, LLC, TPG Group Holdings (SBS) Advisors, Inc. and Messrs. Bonderman, Coulter and Peterson is c/o TPG Global, LLC, 301Commerce Street, Suite3300, Fort Worth, Texas 76102. |
Directors and Executive Officers
Information with respect to the Companys directors and executive
officers immediately after the Closing is set forth in the
Registration Statement in the section entitled Management of
Holdco after the Business Combination beginning on page 280
of the Registration Statement, and is included in this Current
Report on Form 8-K as Exhibit 99.4.
On March, 11, 2017, each of Messrs. Wardinski, Hackwell,
Haggerty, Hirsch, Jones, Klein, Millham, Peterson and Sarukhan
and Ms.Lieberman were appointed to serve as directors of the
post-combination company effective upon consummation of the
Business Combination. The size of the Board is ten members.
Biographical information for these individuals is set out in the
Registration Statement in the section entitled Management of
Holdco after the Business Combination beginning on page280
of the Registration Statement, and is included in this Current
Report on Form 8-K
as Exhibit 99.4.
The Board
appointed Messrs. Jones, Hackwell and Sarukhan and Ms.Lieberman
to serve on the Audit Committee, with Mr.Jones serving as its
Chairperson. The Board appointed Messrs. Millham, Haggerty,
Hirsch and Peterson to serve on the Compensation Committee, with
Mr.Millham serving as its Chairperson. The Board appointed
Messrs. Hirsch, Klein and Millham and Ms.Lieberman to serve on
the Nominating and Governance Committee, with Mr.Hirsch serving
as its Chairperson. The Board appointed Messrs. Peterson, Hirsch
and Wardinski to serve on the Capital Allocation Committee, with
Mr.Peterson serving as its Chairperson. Information with respect
to the Companys Audit Committee, Compensation Committee,
Nominating and Governance Committee and Capital Allocation
Committee is set forth in the Registration Statement in the
section entitled Management of Holdco After the Business
Combination Board Committees beginning on page288 of the
Registration Statement, and is included in this Current Report on
Form 8-K as Exhibit 99.4.
In connection with
the consummation of the Business Combination, on March, 11, 2017,
Bruce D. Wardinski was appointed to serve as the Companys
Chairman and Chief Executive Officer, Alexander Stadlin was
appointed to serve as the Companys Chief Operating Officer, Larry
K. Harvey was appointed to serve as the Companys Chief Financial
Officer, Kevin Froemming was appointed to serve as the Companys
Chief Marketing Officer and David Camhi was appointed to serve as
the Companys General Counsel and Secretary. Biographical
information for these individuals is set forth in the
Registration Statement in the section entitled Management of
Holdco After the Business Combination beginning on page280
of the Registration Statement, and is included in this Current
Report on Form 8-K as Exhibit 99.4.
In connection with
the Closing, on March11, 2017 each executive officer of Holdco
immediately prior to the Closing resigned from his respective
position as an executive officer of the post-combination
company.
Executive
Compensation
The compensation
of Playas named executive officers before the Business
Combination is set forth in the Registration Statement in the
section entitled Business of Playa and Certain Information
about Playa Executive Compensation beginning on
11
page 230 of the
Registration Statement, which is incorporated herein by
reference. The compensation for the Companys executive officers
after the Closing of the Business Combination is set forth in the
section entitled Management of Holdco After the Business
Combination Holdco Executive Compensation After the Business
Combination beginning on page 294 of the Registration
Statement, and is included in this Current Report on Form 8-K as
Exhibit 99.4.
Director
Compensation
The compensation
for the Companys directors upon the Closing of the Business
Combination is generally described in the Registration Statement
in the section entitled Management of Holdco After the
Business Combination Director Compensation, beginning on
page 300 of the Registration Statement, and is included in this
Current Report on Form 8-K as Exhibit
99.4.
Certain
Relationships and Related
Transactions
The description of certain
relationships and related transactions is included in the
Registration Statement in the section entitled Certain
Relationships and Related Transactions beginning on page332
of the Registration Statement, and is included in this Current
Report on Form 8-K as Exhibit 99.4.
The information set forth in
the sections entitled Shareholders Agreement,
Registration Rights Agreement and Subscription
Agreements, Indemnification Agreements and
Warrant Agreements in Item 1.01 of this Current Report
on Form8-K is incorporated herein by reference.
Director
Independence
NASDAQ listing standards
require that a majority of the Board be independent. An
independent director is defined generally as a person other than
an officer or employee of a company or its subsidiaries or any
other individual having a relationship which in the opinion of
the board of directors of such company, would interfere with the
directors exercise of independent judgment in carrying out the
responsibilities of a director.
All of our directors are
independent to the rules of the NASDAQ except Mr.Wardinski, our
Chairman and Chief Executive
Officer.
Legal
Proceedings
Information about legal
proceedings is set forth in the Registration Statement in the
section entitled Business of Playa and Certain Information
about Playa Legal Proceedings on page230 of the Registration
Statement, and is included in this Current Report on Form 8-K as
Exhibit 99.4.
Market Price of
and Dividends on the Registrants Common Equity and Related
Shareholder Matters
Market Information and
Holders
Historical market price
information regarding the Company is not provided because, as of
the date of this Current Report on Form 8-K, there has been no
established public market for the Holdco Shares or Company Public
Warrants for a full quarterly period or any interim period for
which financial statements are included, or required to be
included, in this Current Report on Form8-K.
As of March13, 2017, there are
no outstanding options to purchase Company Shares, 70,000,000
warrants to purchase Company Shares and no securities convertible
into Company Shares. As of March13, 2017, the Company has agreed
to register under the Securities Act for sale by security holders
5,147,405 Company Shares. The Company has reserved a total of
4,000,000 Company Shares for issuance to the 2017 Plan, subject
to certain adjustments set forth in the 2017
Plan.
As of March 11, 2017, there
were approximately 1,000 holders of Company
Shares.
In connection with the
Closing, Company Shares and Company Public Warrants are listed on
NASDAQ under the symbols PLYA and PLYAW,
respectively.
12
Dividends
We have not paid any cash
dividends on the Company Shares to date. The payment of cash
dividends in the future will be dependent upon our revenues and
earnings, if any, capital requirements and general financial
condition subsequent to completion of the Business Combination.
The payment of any cash dividends subsequent to the Business
Combination will be within the discretion of the Company Board.
However, we do not anticipate paying any dividends on the Company
Shares for the foreseeable future.
Recent Sales of
Unregistered Securities
On March11, 2017, the Company
issued 82,751 Ordinary Shares to Playa employees, their family
members and persons with business relationships with Playa (the
Playa Employee Offering) for an aggregate purchase price
of $798,547.15. The sale of Ordinary Shares in the Playa Employee
Offering was made in reliance upon an exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or
Regulation D promulgated thereunder, as a transaction not
involving a public offering.
Information about the Playa
Employee Offering is set forth in the Registration Statement in
the section entitled Subscription Agreements on page 165 of the
Registration Statement, which is incorporated herein by
reference.
Description of the
Companys Securities
A description of the Companys
ordinary shares and the Companys warrants is included in the
Registration Statement in the section entitled Description of
Holdco Securities beginning on page303 of the Registration
Statement, and is included in this Current Report on Form 8-K as
Exhibit 99.4.
The Company has authorized
200,000,000 shares of ordinary shares with a nominal value of
0.10 per share.The outstanding shares of our common stock are
duly authorized, validly issued, fully paid and non-assessable.As
of the Closing Date, there were 103,464,186 ordinary shares
outstanding, held of record by approximately 1,000 holders of
ordinary shares and 70,000,000 warrants outstanding held of
record by approximately 500 holders of warrants.Such numbers do
not include Depository Trust Company participants or beneficial
owners holding shares through nominee names.
Indemnification of
Directors and Officers
Information about the
indemnification of the Companys directors and officers is set
forth in the Registration Statement in the section entitled
Indemnification of Officers and Directors on pageII-1 of
the Registration Statement, which is incorporated herein by
reference.
Financial
Statements, Supplementary Data and
Exhibits
The information set forth
under Item 9.01 of this Current Report on Form8-K is incorporated
herein by reference.The financial statements of Pace and Playa
included in the Registration Statement beginning on pageF-6 are
incorporated herein by reference.
| Item3.02 | Unregistered Sales of Equity Securities. |
The description of the
consideration payable to Playa Shareholders in the Business
Combination under Item 2.01 of this Current Report on Form 8-K is
incorporated by reference herein. The Company Shares issued to
Playa Shareholders in the Business Combination were not
registered under the Securities Act in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated
thereunder.
Information about the Playa
Employee Offering is set forth in the Registration Statement in
the section entitled Subscription Agreements on page 165 of the
Registration Statement, which is incorporated herein by
reference. The 82,751 Company Shares issued to to the Playa
Employee Offering, which was consummated on March11, 2017, were
not registered under the Securities Act in reliance on the
exemption from registration provided by Section 4(a)(2) of the
Securities Act and/or Regulation D promulgated
thereunder.
| Item3.03 |
Material Modification to Rights of Security Holders. |
On March10, 2017, the Company
was converted to a Dutch public limited liability company and
changed its Articles of Association, as a result of which the
Company was renamed Porto Holdco N.V. Subsequently, on March 11,
2017, Playa and the Company entered into a deed of merger to
which Playa was merged with and into the Company and the Companys
Articles of Association were changed, as a result of with the
Company was renamed Playa Hotels Resorts N.V. at the time of the
merger becoming effective. The material terms of the Articles of
Association and the general effect upon the rights of holders of
the Companys
13
ordinary shares are included
in the Registration Statement under the sections entitled
Proposal No.3 Holdco Articles of Association
Proposal, beginning on page 348 of the Registration
Statement and Comparison of Shareholder Rights beginning
of page 314 of the Registration Statement, which are incorporated
herein by reference.
A copy of the Association of
Playa Hotels Resorts N.V.is attached as Exhibit3.1 to this
Current Report on Form8-K and is incorporated by
reference herein.
| Item4.01 |
Changes in the Registrants Certifying Accountant. |
Change of the
Companys Independent Registered Public Accounting
Firm
On March10, 2017, the Company
engaged Deloitte Touche LLP (Deloitte) as the Companys
independent registered public accounting firm to audit the
Companys consolidated financial statements.Deloitte served as the
independent registered public accounting firm of Playa prior to
the Business Combination, and on March10, 2017, our board of
directors approved the change of accountants to Deloitte.
Accordingly, KPMG LLP, the Companys independent registered public
accounting firm prior to the Business Combination, was informed
that it would be dismissed as the Companys independent registered
public accounting firm upon the completion of the audit of the
consolidated financial statements of the Company as of December
31, 2016 and for the period from December 9, 2016 (inception)
through December 31, 2016.
KPMGs report on the Companys
consolidated financial statements as of December31, 2016, and for
the period from December9, 2016 (inception) to December31, 2016,
did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During the period from
December9, 2016 (inception) to December31, 2016, and subsequent
period through March13, 2017, there were no: (i)disagreements
with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope
procedure, which disagreements if not resolved to their
satisfaction would have caused them to make reference to the
subject matter of the disagreement in connection with its report,
or (ii)reportable events as defined in Item 304(a)(1)(v)of
Regulation S-K.
During the period from
December9, 2016 (inception) to December31, 2016, and subsequent
period through March13, 2017, the Company has not consulted with
Deloitte regarding the application of accounting principles to a
specified transaction, either contemplated or proposed, or the
type of audit opinion that might be rendered on the financial
statements of the Company.
A letter from KPMG LLP is
attached as Exhibit16.1 to this
Form8-K.
| Item5.01 | Changes in Control of the Registrant. |
The disclosure set forth under
Introductory Note and Item 2.01. Completion of
Acquisition or Disposition of Assets above is incorporated
in this Item 5.01 by reference.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of
Directors and Certain
Officers
On March11, 2017, each of P.E.
Gouveia Fernandes Das Neves and J.H. Siemssen delivered his
resignation as managing director of the Company. On March11,
2017, P.E. Gouveia Fernandes Das Neves delivered his resignation
as Chief Executive Officer of the
Company.
Incentive
Plan
The disclosure set forth in
the section entitled 2017 Omnibus Incentive Plan
beginning on page 295 of the Registration Statement is
incorporated in this Item 5.02 by
reference.
On March10, 2017, the Company
Board approved the grant, subject to certain SEC filing
requirements, of an award of restricted shares to each of our
executive officers, which will have the following aggregate grant
date fair values: Bruce Wardinski, $2,600,000; Alex Stadlin,
$1,550,000; Larry Harvey, $1,000,000; and Kevin Froemming,
$900,000. The number of restricted shares subject to each award
will be determined on the actual grant date based on the closing
price of the Companys ordinary shares on such grant
date.
14
The restricted shares will be
granted under our 2017 Omnibus Incentive Plan and will be subject
to the terms and conditions set forth in the form of Restricted
Shares Agreement attached to this Current Report on Form 8-K as
Exhibit 10.27.
Directors and
Executive Officers
The disclosure set forth in
the sections entitled Directors and Executive Officers
and Executive Compensation in Item2.01 of this Current
Report on Form 8-K is incorporated in this Item 5.02 by
reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure set forth in
Item 3.03 of this Current Report on Form 8-K is incorporated in
this Item 5.03 by reference.
| Item5.06 | Change in Shell Company Status. |
As a result of the Business
Combination, which fulfilled the definition of an initial
business combination as required by Paces organizational
documents, Pace, a predecessor of the Company, ceased to be a
shell company upon the closing of the Business Combination. The
material terms of the Business Combination are described in the
Registration Statement in the section entitled The Business
Combination beginning on page 109 of the Registration
Statement, which is incorporated herein by
reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
Present at the Extraordinary
General Meeting of the shareholders of Pace on March1, 2017 (the
Meeting) were holders of 53,101,981 of Paces Common
Stock in person or by proxy, representing 94.39% of the voting
power of the shares of the common stock as of February8, 2017,
the record date for the Extraordinary General Meeting, and
constituting a quorum for the transaction of
business.
The shareholders of Pace voted
on the following items at the Extraordinary General Meeting; each
proposal is described in more detail in the Registration
Statement and incorporated by reference in this Current Report on
Form 8-K:
| 1. |
Business Combination Proposal To adopt the Transaction Agreement and approve the transactions contemplated thereby, including the Business Combination (the Business Combination Proposal) (Proposal No.1); |
| 2. |
Pace Merger Proposal To approve the Pace Merger and authorize, approve and confirm the Merger Proposal between the Company and Playa (the Plan of Merger) (the Pace Merger Proposal) (Proposal No.2); |
| 3. |
Articles of Association Proposal To consider and vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in our Articles of Association that are not required by Dutch law and materially affect shareholder rights (the Articles of Association Proposal) (Proposal No.3): |
A. The election of director
candidates and incumbent directors annually for appointment for a
term ending at the end of the annual General Meeting to be held
in the year following their appointment (the Articles of
Association Term of Board of Directors
Proposal);
B. The requirement that a
notice of a general meeting of shareholders must include items
for which a written request has been given (no later than 60 days
prior to the general meeting) by one or more shareholders
representing (individually or collectively) 3% or more of our
issued share capital (the Articles of Association Ability to
Bring Matters for Discussion Before a General Meeting
Proposal);
C. A provision that certain
parties who compete with us will be prohibited from beneficially
owning ordinary shares exceeding certain percentage thresholds of
the issued and outstanding ordinary shares of the Company, as
reasonably calculated by the Company Board (the Articles of
Association Shareholding Limits for Certain Shareholders
Proposal); and
D. The requirement that,
subject to certain exceptions, the holders of at least one third
of the issued and outstanding ordinary shares of our capital,
present in person or represented by proxy, will constitute a
quorum at a general meeting of shareholders (the Articles of
Association Quorum Required to Conduct Business before a General
Meeting Proposal).
15
| 4. |
Adjournment Proposal To approve the adjournment of the Meeting to a later date or dates (i)to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Pace shareholders or, if as of the time for which the Meeting is scheduled, there are insufficient Pace ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting, (ii)in order to solicit additional proxies from Pace shareholders in favor of the Business Combination Proposal and the Pace Merger Proposal, or (iii)if Pace shareholders redeem an amount of class A ordinary shares such that the minimum proceeds condition to each partys obligation to consummate the Business Combination would not be satisfied (the Adjournment Proposal). |
The voting results for each of
these proposals are set forth below.
| 1. | Approval of the Business Combination Proposal |
| For | Against | Abstain | ||
| 52,586,239 | 506,627 | 9,115 |
Based on the votes set forth
above, the shareholders adopted the Transaction Agreement and
approved the transactions contemplated thereby, including the
Business Combination.
| 2. | Approval of the Pace Merger Proposal |
| For | Against | Abstain | ||
| 52,586,033 | 506,627 | 9,321 |
Based on the votes set forth
above, the shareholders approved the Pace Merger and authorized,
approved and confirmed the Plan of
Merger.
| 3A. |
Approval of Articles of Association Term of Board of Directors Proposal |
| For | Against | Abstain | ||
| 52,489,671 | 612,310 |
| 3B. |
Approval of Articles of Association Ability to Bring Matters for Discussion before a General Meeting Proposal |
| For | Against | Abstain | ||
| 42,242,779 | 10,246,892 | 612,310 |
| 3C. |
Approval of Articles of Association Shareholding Limits for Certain Shareholders Proposal |
| For | Against | Abstain | ||
| 52,455,786 | 33,125 | 613,070 |
| 3D. |
Approval of Articles of Association Quorum Required to Conduct Business before a General Meeting Proposal |
| For | Against | Abstain | ||
| 41,945,581 | 10,544,090 | 612,310 |
Based on the votes set forth
above, the shareholders, on a non-binding advisory basis,
approved certain governance provisions contained in the Articles
of Association.
16
| 4. | Approval of the Adjournment Proposal |
| For | Against | Abstain | ||
| 50,168,190 | 676,481 | 2,257,310 |
With respect to the
Adjournment Proposal, although the Adjournment Proposal would
have received sufficient votes to be approved, no motion to
adjourn was made because the adjournment of the Meeting was
determined not to be necessary or
appropriate.
| Item8.01 | Other Events. |
The consolidated financial
statements of Porto Holdco B.V. as of December31, 2016 and for
the period from December9, 2016 (inception) to December31, 2016
are included in this Current Report on Form 8-K as
Exhibit99.5.
| Item9.01 | Financial Statements and Exhibits. |
(a) Financial statements
of businesses acquired
The audited consolidated
financial statements of Playa and its subsidiaries as of
December31, 2016 and 2015 for each of the three years in the
period ended December31, 2016 is included in this Current Report
on Form 8-K as Exhibit99.3.
The consolidated financial
statements of Pace and its subsidiaries at December31, 2016
included in Paces Form 10-K filed with the Securities
and Exchange Commission on March3, 2017, along with other
excerpts from the Form 10-K are included in this Current Report
on Form 8-K as
Exhibit99.6.
(b) Pro Forma Financial
Information
The unaudited pro forma
condensed combined statement of operations for the year ended
December31, 2016 give pro forma effect to the Business
Combination as if it had occurred on January1, 2016. The
unaudited pro forma condensed combined balance sheet as of
December31, 2016 assumes that the Business Combination was
completed on December31,
2016.
The unaudited pro forma
condensed combined financial information is included in this
Current Report on Form 8-K as
Exhibit99.2.
(d)
Exhibits
|
Exhibit Number |
Exhibit Description |
|
| 3.1 |
Articles of Association of Playa Hotels Resorts N.V. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 3.2 |
Board Rules for Playa Hotels Resorts N.V. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 4.1 |
Indenture, dated as of August9, 2013, by and among Playa Resorts Holding B.V., the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. |
|
| 4.2 |
Supplemental Indenture, dated as of August13, 2013, by and among Playa Resorts Holding B.V., the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. |
|
| 4.3 |
Second Supplemental Indenture, dated as of February26, 2014, by and among Playa Resorts Holding B.V., the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. |
17
| 4.4 |
Third Supplemental Indenture, dated as of May11, 2015, by and among Playa Resorts Holding B.V., the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. |
|
| 4.5 |
Fourth Supplemental Indenture, dated as of October4, 2016, by and among Playa Resorts Holding B.V., the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A. |
|
| 4.6 |
Fifth Supplemental Indenture, dated as of December21, 2016, by and among Playa Resorts Holding B.V, the Guarantors listed therein and the Bank of New York Mellon Trust Company, N.A. |
|
| 10.1 |
Shareholder Agreement (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.2 |
Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.3 |
Investor Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.4 |
PHC Investor Subscription Agreements (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.5 |
Form of Playa Investor Subscription Agreements, dated as of March11, 2017, by and between the Company and each Playa Investor party thereto |
|
| 10.6 |
Parent Sponsor Letter Agreement (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.7 |
Waiver Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.8 |
Parent Merger Agreement (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.9 |
Company Merger Proposal (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.10 |
Company Earnout Warrant Agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.11 |
Sponsor Earnout Warrant Agreement, dated as of March10, 2017, by and between the Company and TPG Pace Sponsor, LLC (formerly, TPACE Sponsor Corp.) |
|
| 10.12 |
Warrant Agreement, dated as of March10, 2017, by and among the Company, Computershare, Inc. and Computershare Trust Company N.A. |
|
| 10.13 |
Holdco Founder Warrants Agreement, dated as of March10, 2017, by and between the Company and TPG Pace Sponsor, LLC (formerly, TPACE Sponsor Corp.) |
|
| 10.14 |
Form of Holdco Founder Warrants Agreement, dated as of March11, 2017, by and between the Company and each of the former shareholders of Playa Hotels Resorts B.V. |
18
| 10.15 |
Director Officer Indemnification Agreement (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.16 |
2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed by Porto Holdco B.V. with the Securities and Exchange Commission on February7, 2017) |
|
| 10.17 |
Form of Amended and Restated Franchise Agreement by Franchisee named therein and Hyatt Franchising Latin America, L.L.C. |
|
| 10.18 |
Form of First Amendment to the Amended and Restated Franchise Agreement by Franchisee named therein and Hyatt Franchising Latin America, L.L.C. |
|
| 10.19 |
Credit Agreement, dated as of August9, 2013, by and among Playa Hotels Resorts B.V., Playa Resorts Holding B.V., the Guarantors party thereto, Deutsche Bank AG New York Branch and the other lenders party thereto |
|
| 10.20 |
First Amendment to Credit Agreement, dated as of February26, 2014, by and among Playa Resorts Holding B.V., the Guarantors party thereto, Deutsche Bank AG New York Branch and the other lenders party thereto |
|
| 10.21 |
Second Amendment to Credit Agreement, dated as of May27, 2014, by and among Playa Resorts Holding B.V., the Guarantors party thereto, Deutsche Bank AG New York Branch and the other lenders party thereto |
|
| 10.22 |
Strategic Alliance Agreement, dated as of December14, 2016, by and between Hyatt Franchising Latin America, L.L.C. and Playa Hotels Resorts B.V. |
|
| 10.23 |
Executive Employment Agreement, dated as ofAugust 31, 2016, by and among Playa Resorts Management, LLC, Playa Hotel Resorts, B.V. and Bruce D. Wardinski |
|
| 10.24 |
Executive Employment Agreement, dated as ofSeptember 21, 2016, by and between Playa Resorts Management, LLC and Larry K. Harvey |
|
| 10.25 |
Executive Employment Agreement, dated as ofSeptember 15, 2016, by and between Playa Management USA, LLC and Kevin Froemming |
|
| 10.26 |
Executive Employment Agreement, dated as ofSeptember 15, 2016, by and between Playa Management USA, LLC and Alexander Stadlin |
|
| 10.27 | Form of Restricted Shares Agreement | |
| 16.1 |
Letter from KPMG LLP to the Securities and Exchange Commission dated March 13, 2017 |
|
| 99.1 |
Playa Managements Discussion and Analysis of Financial Condition and Results of Operations |
|
| 99.2 |
Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended December31, 2016 |
|
| 99.3 |
Audited Consolidated Financial Information of Playa as of December31, 2016 and 2015 and for each of the three years in the period ended December31, 2016 |
|
| 99.4 |
Excerpts from the Form S-4 (333-215162) filed with the SEC on February 7, 2017 |
|
| 99.5 |
Audited Consolidated Financial Statements of Porto Holdco B.V. as of December31, 2016 and for the period from December9, 2016 (inception) to December31, 2016 |
|
| 99.6 |
Excerpts from Paces Form 10-K for the year ended December31, 2016 |
19
PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) Recent Trading Information
PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) closed its last trading session down -0.19 at 10.46 with shares trading hands.
