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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Playa Hotels & Resorts N.V. (Name of Issuer) |
Ordinary Shares, (euro)0.10 par value per share (Title of Class of Securities) |
N70544106 (CUSIP Number) |
Margaret C. Egan, Esq. Hyatt Hotels Corporation, 150 North Riverside Plaza Chicago, IL, 60606 (312) 750-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/11/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | N70544106 |
| 1 |
Name of reporting person
Hyatt Hotels Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,080,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | N70544106 |
| 1 |
Name of reporting person
AIC Holding Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,080,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | N70544106 |
| 1 |
Name of reporting person
Hyatt International Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,080,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | N70544106 |
| 1 |
Name of reporting person
Hyatt International Holdings Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,080,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | N70544106 |
| 1 |
Name of reporting person
HI Holdings Playa B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
116,080,848.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
94.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, (euro)0.10 par value per share |
| (b) | Name of Issuer:
Playa Hotels & Resorts N.V. |
| (c) | Address of Issuer's Principal Executive Offices:
KEIZERSGRACHT 555, 1017 DR, AMSTERDAM,
NETHERLANDS
, NA. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is amended and supplemented by adding the following:
On June 11, 2025 (the "Closing Date"), in connection with the closing of the previously disclosed Offer, HI Holdings acquired 103,937,227 Ordinary Shares at a price of $13.50 per share. Hyatt funded the purchase of these shares with debt financing. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Statement is amended and supplemented by adding the following:
Closing of Offer
On the Closing Date, the previously disclosed Offer closed and HI Holdings acquired 103,937,227 Ordinary Shares at a price of $13.50 per share. Pursuant to the Purchase Agreement, as of the Closing Date, the Issuer's Board of Directors will consist of no more than seven directors, (i) two of whom will be independent non-executive directors mutually designated by the Issuer and HI Holdings and (ii) the remainder of whom will be designated by Hyatt and HI Holdings. On the Closing Date, Hyatt and HI Holdings designated Noah Hoppe, James Francque and Felicity Black-Roberts to serve as directors of the Issuer.
As also previously disclosed, on June 10, 2025, Hyatt commenced the Subsequent Offering Period and intends to buy additional Ordinary Shares at a price of $13.50 per share. The Subsequent Offering Period will expire at 11:59 p.m., New York City time, on June 16, 2025. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Statement is hereby amended and restated in its entirety as follows:
The information contained on the cover pages to this Statement is incorporated herein by reference.
The Reporting Persons may be deemed to beneficially own 116,080,848 Ordinary Shares representing 94.4% of the Ordinary Shares outstanding, based on 123,013,382 Ordinary Shares outstanding as of June 11, 2025.
The Ordinary Shares reported herein are held of record by HI Holdings, which is a wholly owned subsidiary of Hyatt International Holdings Co., which is a wholly owned subsidiary of Hyatt International Corporation, which is a wholly owned subsidiary of AIC Holding Co., which is a wholly owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. may be deemed to share beneficial ownership of the securities reported herein. |
| (b) | Item 5(b) of the Statement is hereby amended and restated in its entirety as follows:
The information contained on the cover pages to this Statement is incorporated herein by reference. |
| (c) | Item 5(c) of the Statement is hereby amended and supplemented as follows:
Except as described in Item 4 herein, the Reporting Persons have not effected any transactions in the Issuer's Ordinary Shares since the most recent filing on Schedule 13D. |
| (d) | None. |
| (e) | Not applicable. |
| SIGNATURE | |
After reasonable 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.
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