공시 • Feb 12
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 $1.5 billion.
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.
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.
Jonathan Solomon 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 fully committed bridge financing in relation to the transaction. Michel van Agt of Loyens & Loeff N.V. as legal advisor for Hi Holdings Playa B.V.