Page 22 of 27 – SEC Filing
| (e) | Not applicable. |
The Ordinary Shares and the Company 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 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 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 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 Warrants.
As a result of the provisions of the Shareholder Agreement (as defined and described in Item 6 below) relating to voting for certain director designees, the Farallon SPVs, Pace Sponsor (as defined in Item 6 below) and HI Holdings Playa (as defined in Item 6 below) may be deemed members of a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. Based solely on the information contained in the Company’s Current Report on Form 8-K filed by the Company with the SEC on March 14, 2017, the Reporting Persons believe that as of the date hereof Pace Sponsor beneficially owns 7,340,000 Ordinary Shares and HI Holdings Playa beneficially owns 11,969,741 Ordinary Shares, in each case 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 securities of the Company beneficially owned by Pace Sponsor and/or HI Holdings Playa.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 is hereby supplemented to report the following:
Tender and Support Agreement
On May 22, 2017, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on May 22, 2017, announcing the Company’s commencement of: (i) an offer (the “Exchange Offer“) to holders of the Company’s outstanding public and private warrants to purchase one-third of one Ordinary Share for a purchase price of one-third of $11.50 to tender each such warrant to the Company in exchange for 0.1 Ordinary Shares; and (ii) the solicitation of consents (the “Consent Solicitation“) from holders of such outstanding warrants to amend the Warrant Agreement that governs all such warrants to permit the Company to require that each warrant not tendered in the Exchange Offer be converted into 0.09 Ordinary Shares.
In connection with the Exchange Offer and the Consent Solicitation, the Company entered into a Tender and Support Agreement, dated as of May 22, 2017 (the “Tender Agreement“), by and between the Company and each of the Farallon SPVs, HI Holdings Playa B.V. (“HI Holdings Playa“), TPG Pace Sponsor, LLC (“Pace Sponsor“) and Bruce D. Wardinski (collectively, the “Warrant Holders“).
Pursuant to and subject to the terms and conditions of the Tender Agreement, Cabana has agreed to tender to the Company in the Exchange Offer all 4,119,523 Company Founder Warrants currently held
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