공시 • Jun 18
Hi Holdings Playa B.V. completed the acquisition of remaining 90.60% stake in Playa Hotels & Resorts N.V. (NasdaqGS:PLYA).
Hi Holdings Playa B.V. entered into an agreement to acquire remaining 90.60% stake in Playa Hotels & Resorts N.V. (NasdaqGS:PLYA) for approximately $1.6 billion on February 9, 2025. A part of consideration, a $13.5 per share will be paid by Hi Holdings Playa B.V. or approximately $2.6 billion, including approximately $900 million of debt, net of cash. Hyatt is currently the beneficial owner of 9.4% of Playa’s outstanding shares. Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, Buyer will commence a tender offer to purchase all of the issued and outstanding ordinary shares, at a cash price of $13.50 per Share, without interest and subject to any required tax withholding. The Offer will initially remain open 21 business days from the commencement of the Offer; or six business days after the date of the extraordinary general meeting of the shareholders of Playa. After the Expiration Time, Buyer will commence a subsequent offering period for a period of five business days to purchase additional Shares. Pursuant to the Subsequent Offering Period, Buyer will offer to purchase such additional Shares at the Offer Consideration, without interest and subject to any required tax withholding. In connection with the Offer, certain of Playa’s officers, consisting of Bruce D. Wardinski (Chairman and Chief Executive Officer), Ryan Hymel (EVP and Chief Financial Officer), Greg Maliassas (EVP and Chief Operating Officer), Tracy M.J. Colden (EVP and General Counsel), Fernando Mulet (EVP and Chief Investment Officer) and Dayna Blank (EVP and Chief People Officer) and certain of Playa’s directors, consisting of Hal Stanley Jones, Elizabeth Lieberman, Jeanmarie Cooney, Maria M. Miller, Leticia Navarro and Karl I. Peterson, who in aggregate control approximately 9.8% of the Shares, entered into tender and support agreements with Playa in their respective capacities as Playa shareholders. At closing, Hyatt expects to fund 100% of the acquisition with new debt financing. At closing, Hyatt expect to announce a new commitment to realize at least $2 billion of proceeds by the end of 2027. This includes existing Hyatt assets and properties currently owned by Playa. We expect our asset-light earnings mix to exceed 90% on a pro forma basis in 2027.
Hyatt remains committed to its asset-light business model and intends to identify third-party buyers for Playa’s owned properties. Following the close of the transaction, Hyatt anticipates realizing at least $2.0 billion of proceeds from asset sales by the end of 2027 and expects asset-light earnings to exceed 90% on a pro forma basis in 2027. At closing, Hyatt expects to fund 100% of the acquisition with new debt financing and, consistent with maintaining its investment grade profile, expects to pay down over 80% of the new debt financing with proceeds from asset sales. The acquisition is anticipated to close later this year, subject to Playa shareholder and regulatory approval as well as other customary closing conditions. Upon termination of the Purchase Agreement, Playa has agreed to pay Hyatt a termination fee of $56,323,547 under specified circumstances. Playa has also agreed to reimburse Hyatt the reasonable and documented out-of-pocket costs and expenses incurred by Parent or Buyer up to $8 million in connection with the transactions contemplated by the Purchase Agreement, if the Purchase Agreement is terminated. The board of directors of Parent and Buyer have each unanimously determined that, on the terms and subject to the conditions set forth in this Agreement, this Agreement and the Transactions are in the best interests of Parent and Buyer, respectively, and have approved the execution, delivery and performance of this Agreement and the consummation of the Transactions. The Offer, which Buyer commenced on February 24, 2025, will expire on April 25, 2025, unless earlier terminated or extended in accordance with the Purchase Agreement. As on April 28, 2025, The tender offer is now scheduled to expire on May 23, 2025, unless the tender offer is further extended or earlier terminated in accordance with the Purchase Agreement. The tender offer will continue to be extended until all conditions are satisfied or waived, or until the tender offer is terminated, in either case pursuant to the terms of the Purchase Agreement and as described in the Schedule TO filed by Hyatt and Buyer with the U.S. Securities and Exchange Commission on February 24, 2025, as amended and supplemented. Completion of the tender offer remains subject to the conditions described in the tender offer statement on Schedule TO. As of April 29, 2025, the last business day prior to the announcement of the extension of the offer, together with the 12.143621 million Shares owned by Buyer as of April 25, 2025, represents approximately 75% of the outstanding Shares of Playa Hotels. As of may 16, 2025 Playa Hotels & Resorts N.V.,Hyatt Hotels Corporation and HI Holdings Playa entered into an amendment (the “ Amendment ”) to the Purchase Agreement, The Amendment clarifies that any Company Restricted Shares, which by their terms cannot be tendered in the tender offer the Buyer is currently conducting pursuant to the Purchase Agreement, are excluded from Playa’s issued and outstanding share capital for purposes of the definition of “Minimum Condition” in the Purchase Agreement. There are no other changes to the Purchase Agreement. As of May 27, 2025, Parent announced an extension of the expiration of the Offer to June 9, 2025, unless the Offer is further extended or earlier terminated in accordance with the Purchase Agreement. The Offer was previously scheduled to expire on May 23, 2025. As of June 5, 2025, pursuant to the provisions of the Federal Law of Economic Competition, the Federal Competition Commission (Comisión Federal de Competencia Económica) issued a resolution approving the transactions contemplated by the Purchase Agreement. As of June 6, 2025, all required approvals relating to anti-competition filings under Federal Law of Economic Competition in Mexico in connection with the Company's pending sale. As of June 6, 2025, Hyatt Tender Offer Scheduled to Expire June 9, 2025.
Jonathan Solomon, Michael Pucker and Emily Stegich, Cathy Birkeland, Roderick Branch, and Alexa Berlin, and counsel Manasi Bhattacharyya, Cindy Caillavet Sinclair and counsel Katherine Stork, Diana Doyle and Nicholas DeNovio, Larry Seymour, Nineveh Alkhas, Matthew Walch, Rachel Bates and counsel Margaret Linkous, Karl Karg, Andrew Galdes, Meredith Monroe, Amanda Reeves and Peter Todaro,Héctor Armengod and counsel Philipp Studt of Latham & Watkins LLP acted as legal advisor for Hi Holdings Playa B.V. BDT & MSD Partners, LLC acted as financial advisor for Hi Holdings Playa B.V. BofA Securities, Inc. acted as financial advisor for Hi Holdings Playa B.V. JPMorgan Chase & Co. acted as financial advisor for Hi Holdings Playa B.V. Wells Fargo & Company acted as financial advisor for Hi Holdings Playa B.V. PJT Partners LP acted as financial advisor for Playa Hotels & Resorts N.V. Paul C.S. van der Bijl, Stefan Wissing, Nina Kielman, Elizabeth van Schilfgaarde, Joris Willems, Pieter de Jong, Daan Hagelstein, Leanne Meurs, Michelle Meevis, Annette van Beers and Valentine Schols of NautaDutilh N.V. and NautaDutilh New York, P.C acted as legal advisor for Playa Hotels & Resorts N.V. Michael E. McTiernan, Paul D. Manca and Katherine Keeley of Hogan Lovells US LLP acted as legal advisor for Playa Hotels & Resorts N.V. Berkadia serving as Hyatt’s real estate advisor. and Wells Fargo have also provided bridge financing in relation to the transaction. Michel van Agt, Menno Baks and Louis Lutz of Loyens & Loeff N.V. as legal advisor for Hi Holdings Playa B.V. Georgeson LLC is acting as the Information Agent for the Offer. BDT & MSD Partners, LLC acted as financial advisor to the Playa. Computershare Trust acted as Depositary Bank of HI Holdings.
Hi Holdings Playa B.V. completed the acquisition of remaining 90.60% stake in Playa Hotels & Resorts N.V. (NasdaqGS:PLYA) on June 16, 2025. As of June 16, 2025, the Subsequent Offering Period expired a total of 106,028,731 Shares, collectively representing approximately 86.2% of the total outstanding Shares, were validly tendered in the Offer or during the Subsequent Offering Period. Buyer has accepted for payment all Shares validly tendered prior to the expiration time of the Subsequent Offering Period. Parent and Buyer expect to consummate the Back-End Transactions pursuant to the Purchase Agreement beginning on June 17, 2025, the final date on which Shares tendered during the Subsequent Offering Period are accepted for payment and paid for.
