Page 18 of 27 – SEC Filing
Preliminary Note:
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed on March 22, 2017 (together with all prior and current amendments thereto, this “Schedule 13D“).
This Schedule 13D relates to ordinary shares, par value €0.10 per share (“Ordinary Shares“), of Playa Hotels & Resorts N.V., a Dutch public limited company (naamloze vennootschap) (the “Company“), held by the Farallon SPVs (as defined in Item 2(a) below).
In addition to holding an aggregate of 30,168,680 Ordinary Shares, the Farallon SPVs hold an aggregate of: (i) 4,382,508 warrants (“Company Founder Warrants“), each of which entitles its holder, subject to the terms thereof, to purchase one-third of one Ordinary Share and thus entitle the Farallon SPVs to acquire, subject to the terms thereof, an aggregate of 1,460,835 Ordinary Shares; and (ii) 597,615 warrants (“Company Earnout Warrants” and, together with Company Founder Warrants, “Company Warrants“) each of which entitles its holder, subject to the terms thereof, to purchase one Ordinary Share and thus entitle the Farallon SPVs to acquire, subject to the terms thereof, an aggregate of 597,615 Ordinary Shares.
Pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act“), as of the date of this statement the Reporting Persons (as defined in Item 2(a) below) may be deemed to beneficially own the 1,460,835 Ordinary Shares underlying the 4,382,508 Company Founder Warrants held by the Farallon SPVs, and the 597,615 Ordinary Shares underlying the 597,615 Company Earnout Warrants held by the Farallon SPVs. The percentage amount set forth in Row 13 for all cover pages filed herewith therefore includes all such Ordinary Shares underlying such Company Warrants.
Item 2. Identity and Background
Item 2 is hereby amended and restated 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 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 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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