Page 23 of 31 – SEC Filing
Registration Rights Agreement
The Farallon SPVs are parties to the Registration Rights Agreement, dated as of March 10, 2017 (the “Registration Rights Agreement”), by and among Porto Holdco B.V. (now Playa Hotels & Resorts N.V.) and the Holders identified therein. Such Holders include, among others, the Farallon SPVs, TPG Pace Sponsor, LLC (“Pace Sponsor”) and HI Holdings Playa B.V. (“HI Holdings Playa”).
Registration Rights
Pursuant to and subject to the terms of the Registration Rights Agreement, at any time, and from time to time, after the six-month anniversary of the Closing Date, the Farallon SPVs (collectively), Pace Sponsor or HI Holdings Playa may demand that the Company register for public resale all or a portion of their Ordinary Shares (including Ordinary Shares acquired after the Closing Date upon the exercise of warrants or otherwise), for so long as they continue to meet certain ownership thresholds specified in the Registration Rights Agreement. The Registration Rights Agreement also provides for “piggy-back” registration rights with respect to certain other registration statements that may be filed by the Company.
Lock-up
The Registration Rights Agreement contains a “lock-up” provision pursuant to which the Farallon SPVs and the other Holders have agreed not to effect any sale or distribution of any Ordinary Shares or any other securities of the Company during the 180 calendar days after the Closing Date.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full terms and conditions thereof. A form of the Registration Rights Agreement was filed by the Company with the SEC as Exhibit 10.2 to the Company 8-K, which exhibit is hereby incorporated herein by reference.
Shareholder Agreement
The Company, the Farallon SPVs, Pace Sponsor and HI Holdings Playa are parties to a Shareholder Agreement, dated as of March 10, 2017 (the “Shareholder Agreement”).
Initial Board Composition
The Shareholder Agreement provides that the Company’s board of directors (the “Board”), as of the closing of the Business Combination, is comprised of 10 directors, consisting of nine non-executive directors and the Company’s chief executive officer in his capacity as an executive director. Pursuant to the Shareholder Agreement, as of the closing of the Business Combination, two of the non-executive directors were designated by the Farallon SPVs (each, a “Cabana Director”); three of the non-executive directors were designated by Pace Sponsor (each, a “Pace Director”); and one non-executive director was designated by HI Holdings Playa (the “Hyatt Director” and, together with the Cabana Directors and the Pace Directors, the “Designated Directors”).
The Farallon SPVs designated Daniel J. Hirsch and Stephen L. Millham as the Cabana Directors as of the closing of the Business Combination. Mr. Hirsch was a managing member of the Farallon General Partner through December 31, 2016. Mr. Millham was a managing member of the Farallon General Partner through December 31, 2012. Each of Messrs. Hirsch and Millham was a member of the board of directors of Playa from its formation in August 2013 until the completion of the Playa Merger.
