Amendment: SEC Form SCHEDULE 13D/A filed by Playa Hotels & Resorts N.V.
$PLYA
Hotels/Resorts
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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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) |
06/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 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:
As previously disclosed, Hyatt commenced the Subsequent Offering Period on June 10, 2025, through which it bought an additional 2,091,504 Ordinary Shares at a price of $13.50 per share. Hyatt indirectly acquired the remainder of the Issuer through the corporate reorganization, which is described in more detail in Item 4, and pursuant to which holders of the Issuer's Ordinary Shares immediately prior to such reorganization ceased to hold any direct or indirect equity interests in the Issuer or its successor in exchange for the equivalent of $13.50 per share, without interest and subject to any required tax withholding. Hyatt funded the purchase of these shares and the subsequent acquisition with debt financing. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Statement is amended and supplemented by adding the following:
Closing of Subsequent Offering Period and Corporate Reorganization
On June 16, 2025, the Subsequent Offering Period expired. Through the Subsequent Offering Period, Hyatt bought a total of 2,091,504 Ordinary Shares at a price of $13.50 per share.
Also on June 16, 2025, the Issuer filed a Form 25, Notification of Removal from Listing and/or Registration with the SEC, and public trading of the Ordinary Shares on Nasdaq was suspended.
On June 17, 2025, the Issuer become an indirect wholly owned subsidiary of Hyatt through a corporate reorganization involving the Issuer and its subsidiaries. Each shareholder of the Issuer that did not tender its Ordinary Shares prior to the expiration of the Subsequent Offering Period ceased to hold any Ordinary Shares and received an amount in cash, without interest and subject to any required tax withholding, equal to $13.50 multiplied by the number of Ordinary Shares held by such minority shareholder immediately prior to the corporate reorganization.
The corporate reorganization was implemented by means of a Dutch legal triangular merger (juridische driehoeksfusie) of the Issuer with and into a newly formed indirect subsidiary of the Issuer, together with a share exchange and cancellation transaction. No Ordinary Shares remain outstanding following the corporate reorganization. | |
| 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.
On June 17, 2025, as part of the corporate reorganization described in Item 4 above, the Issuer merged with and into an entity that is indirectly wholly owned by the Reporting Persons and no Ordinary Shares remain outstanding.
The Ordinary Shares reported herein were 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) | On June 17, 2025, as part of the corporate reorganization described in Item 4 above, the Issuer merged with and into an entity that is indirectly wholly owned by the Reporting Persons and no Ordinary Shares remain outstanding. |
| 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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