Page 21 of 25 – SEC Filing
| (c) | None. |
| (d) | The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Ordinary Shares held by the Farallon SPVs and acquirable by the Farallon SPVs upon the exercise of Company Earnout Warrants as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
| (e) | Not applicable. |
The Farallon Individual Reporting Persons
| (a),(b) | The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person. |
| (c) | None. |
| (d) | The Farallon General Partner has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Ordinary Shares held by the Farallon SPVs and acquirable by the Farallon SPVs upon the exercise of Company Earnout Warrants as reported herein. The Farallon Individual Reporting Persons are managing members of the Farallon General Partner. |
| (e) | Not applicable. |
The Ordinary Shares and the Company Earnout Warrants reported hereby for the Farallon SPVs are held directly by the Farallon SPVs. The Farallon General Partner, as the general partner of each of the Farallon Funds, may be deemed to be a beneficial owner of all such Ordinary Shares indirectly held by the Farallon Cabana Funds and the Ordinary Shares the Farallon Cabana Funds have the indirect right to acquire, in each case as the members of CCUA as the sole owner of Cabana; and with respect to the Ordinary Shares indirectly held by the Farallon Four Pack Funds and the Ordinary Shares the Farallon Four Pack Funds have the indirect right to acquire, in each case as the members of Four Pack.
The Farallon Individual Reporting Persons, as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner, in each case with the power to exercise investment discretion, may be deemed to be beneficial owners of all such Ordinary Shares and Company Earnout Warrants held by the Farallon SPVs. Each of the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Ordinary Shares and Company Earnout Warrants.
The Farallon Individual Reporting Persons, as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner, in each case with the power to exercise investment discretion, may be deemed to be beneficial owners of all such Ordinary Shares and Company Earnout Warrants held by the Farallon SPVs. Each of the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Ordinary Shares and Company Earnout Warrants.
As a result of the provisions of the Shareholder Agreement (as defined and described in Item 6 of this Schedule 13D) relating to voting for certain director designees, the Farallon SPVs, Pace Sponsor (as defined in Item 6 of this Schedule 13D) and HI Holdings Playa (as defined in Item 6 of this Schedule 13D) may be deemed members of a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. Based solely on the Form 4 filed by Pace Sponsor and certain other persons with the SEC on June 21, 2017, the Reporting Persons believe that Pace Sponsor beneficially owns 9,806,666 Ordinary Shares, without giving effect to the issuance of any Ordinary Shares upon the exercise of outstanding warrants. Based solely on the Form 4 filed by HI Holdings Playa and certain other persons with the SEC on June 22, 2017, the Reporting Persons believe that HI Holdings Playa beneficially owns 12,143,621 Ordinary Shares, without giving effect to the issuance of any Ordinary Shares upon the exercise of outstanding warrants. Each of the Reporting Persons hereby disclaims any beneficial ownership of any
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