Page 18 of 25 – SEC Filing
This Amendment No. 2 to Schedule 13D (this “Amendment“) amends and supplements the Schedule 13D initially filed on March 22, 2017, as amended and supplemented by Amendment No. 1 thereto filed on May 25, 2017 (as so amended, the “Prior Schedule 13D” and, as amended and supplemented by this Amendment, this “Schedule 13D“). Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Prior Schedule 13D.
Preliminary Note:
On June 20, 2017, the Company issued a press release announcing the completion of the Exchange Offer and the Company’s acceptance of all warrants tendered therein. Such tendered warrants included the aggregate 4,382,508 Company Founder Warrants tendered by the Farallon SPVs, which comprised all of the Company Founder Warrants held the Farallon SPVs. On June 23, 2017 the Company issued to the Farallon SPVs a total of 438,250 Ordinary Shares in exchange for such tendered Company Founder Warrants.
As of the date hereof, the Farallon SPVs hold an aggregate of 597,615 Company Earnout Warrants, each of which entitles its holder, subject to the terms thereof, to purchase one Ordinary Share. Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act“), as of the date hereof the Reporting Persons (as defined in Item 2(a) below) may be deemed to beneficially own the 597,615 Ordinary Shares underlying such Company Earnout Warrants.
Item 2. Identity and Background
This Amendment amends and restates Item 2(a) of the Prior Schedule 13D in its entirety as follows:
(a) This statement is filed by the entities and persons listed in items (i) through (iv) below, all of whom together are referred to herein as the “Reporting Persons.”
The Farallon SPVs
| (i) | Cabana Investors B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Cabana“), with respect to the Ordinary Shares held by it and the Ordinary Shares it has the right to acquire upon the exercise of Company Earnout Warrants; and |
| (ii) | Playa Four Pack, L.L.C., a Delaware limited liability company (“Four Pack“), with respect to the Ordinary Shares held by it and the Ordinary Shares it has the right to acquire upon the exercise of Company Earnout Warrants. |
Cabana and Four Pack are together referred to herein as the “Farallon SPVs.”
The sole owner of Cabana is Coöperatieve Cabana U.A. (“CCUA“). The members of CCUA are Farallon Capital Partners, L.P. (“FCP“), Farallon Capital Institutional Partners, L.P. (“FCIP“), Farallon Capital Institutional Partners II, L.P. (“FCIP II“), Farallon Capital Institutional Partners III, L.P. (“FCIP III“) and Farallon Capital Offshore Investors II, L.P. (“FCOI II“) (collectively, as such members of CCUA as the sole owner of Cabana, the “Farallon Cabana Funds“).
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