13D Filing: Farallon Capital and Playa Hotels & Resorts NV (PLYA)

Page 18 of 23

Page 18 of 23 – SEC Filing

This Amendment No. 3 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 and Amendment No. 2 thereto filed on June 27, 2017 (as so amended and supplemented, 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.   

Item 2. Identity and Background
This Amendment 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“).
The members of Four Pack are FCP, FCIP and FCIP III (collectively, as such members of Four Pack, the “Farallon Four Pack Funds“).
FCP, FCIP, FCIP II, FCIP III and FCOI II are together referred to herein as the “Farallon Funds.”
The Farallon General Partner
(iii) 
Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner“), which is the general partner of each of the Farallon Funds, with respect to the Ordinary Shares indirectly held by the Farallon Cabana Funds and the Ordinary Shares the Farallon Cabana Funds have the indirect right to acquire upon the exercise of Company Earnout Warrants, 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

Follow Playa Hotels & Resorts N.v. (NASDAQ:PLYA)

Page 18 of 23