UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
PLAYA HOTELS & RESORTS N.V
(Name of Subject Company)
PLAYA HOTELS & RESORTS N.V.
(Name of Person(s) Filing Statement)
Ordinary Shares, Par Value €0.10 Per Share
(Title of Class of Securities)
N70544104
(CUSIP Number of Class of Securities)
Tracy M.J. Colden, Executive Vice President and General Counsel
Keizersgracht 555
1017 DR Amsterdam, the Netherlands
+ 31 20 240 9000
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the person filing statement)
With copies to:
Michael E. McTiernan
Katherine Keeley
Weston Gaines
Hogan Lovells US LLP
555 13th Street
Washington, District of Columbia 20004
(202) 637-5600
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 14D-9 of Playa Hotels & Resorts N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (“Playa”), originally filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2025 (together, with any subsequent amendments and supplements thereto, the “Schedule 14D-9”). This Amendment relates to the tender offer by HI Holdings Playa B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Buyer”) and an indirect wholly-owned subsidiary of Hyatt Hotels Corporation, a Delaware corporation (“Hyatt”), to purchase all of the issued and outstanding Shares at a purchase price of $13.50 per Share payable in cash (the “Offer Consideration”), less applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 24, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal,” together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, the “Offer”). The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein.
| ITEM 2. | IDENTITY AND BACKGROUND OF FILING PERSON |
The disclosure in Item 2 of the Schedule 14D-9 under the heading “(b) Tender Offer” is hereby amended and supplemented by adding the following new paragraph at the end of such section:
“Amendment No.1 to the Purchase Agreement
On May 16, 2025, the Company, Hyatt and Buyer entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”). The Purchase Agreement Amendment clarifies that any Company Restricted Shares (as defined in the Purchase Agreement), which by their terms cannot be validly tendered in the Offer, are excluded from Playa’s issued and outstanding share capital for purposes of the definition of “Minimum Condition” in the Purchase Agreement.”
| ITEM 9. | EXHIBITS |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Playa Hotels & Resorts N.V. | ||
| By: | /s/ Tracy M.J. Colden | |
| Name: Tracy M.J. Colden | ||
| Title: Executive Vice President and General Counsel | ||
Date: May 16, 2025