UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2020
PLAYA HOTELS & RESORTS N.V.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| The Netherlands | | 1-38012 | | 98-1346104 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | |
Prins Bernhardplein 200 1097 JB Amsterdam, the Netherlands | | Not Applicable |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: Tel: +31 20 808108
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of Each Class | | Trading
Symbol(s) | | Name of Each Exchange
on Which Registered |
| Ordinary Shares, €0.10 par value | | PLYA | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
On November 18, 2020, in connection with the underwritten secondary offering of 13,575,739 ordinary shares, €0.10 par value (the “Shares”), of Playa Hotels & Resorts N.V. (the “Company”) by certain funds affiliated with Farallon Capital Management, L.L.C. (collectively, the “Selling Shareholders”), the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, the Selling Shareholders and BofA Securities, Inc., as underwriter. The offering is expected to close on November 23, 2020, subject to customary closing conditions.
Subject to the terms and conditions stated in the Underwriting Agreement, the underwriter agreed to purchase the Shares at a price of $4.10 per share. In addition, the underwriter has a 30-day option to purchase up to an additional 2,036,361 Shares. The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company and the Selling Shareholders have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Company will not receive any proceeds from the sale of the Shares by the Selling Shareholders.
The above description of the Underwriting Agreement does not purport to be a complete summary of and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | Playa Hotels & Resorts N.V. |
| | | |
| Date: November 20, 2020 | | | | By: | | /s/ Ryan Hymel |
| | | | | | Ryan Hymel |
| | | | | | Chief Financial Officer |
