Playa Hotels & Resorts NV

11/10/2021 | Press release | Distributed by Public on 11/10/2021 15:35

Material Event - Form 8-K

8-K

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 8, 2021

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.)

Nieuwezijds Voorburgwal1012 SGAmsterdam, the Netherlands Not Applicable
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: Tel: +31682 55 84 30

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 The Nasdaq Stock Market LLC

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. ☐

Item 8.01

Other Events.

On November 8, 2021, in connection with the underwritten secondary offering of 8,352,553 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 12, 2021, 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 $8.12 per share. 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.

Exhibit
No.

Description

1.1 Underwriting Agreement dated November 8, 2021 by and among Playa Hotels & Resorts N.V., Cabana Investors B.V., Playa Four Pack, L.L.C. and BofA Securities, Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document

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 10, 2021 By:

/s/ Ryan Hymel

Ryan Hymel
Chief Financial Officer