Hyatt Hotels Corp SC TO-T/A, filed Jun 10, 2025
Hyatt Hotels Corp (H)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 8)
PLAYA
HOTELS & RESORTS N.V.
(Name of Subject Company (Issuer))
HI HOLDINGS PLAYA B.V.
(Name of Filing Person (Offeror))
An indirect wholly-owned subsidiary of
HYATT
HOTELS CORPORATION
(Name of Filing Person (Parent of Offeror))
Ordinary Shares, par value €0.10 per share
(Title of Class of Securities)
| N70544106 (CUSIP Number of Class of Securities) | |
|
Mark S. Hoplamazian President and Chief Executive Officer Hyatt Hotels Corporation 150 North Riverside Plaza, 8th Floor Chicago, Illinois 60606 (312) 750-1234 |
Margaret C. Egan HI Holdings Playa B.V. Herikerbergweg 238 1101 CM Amsterdam, the Netherlands +31205755600 |
(Name, address and telephone
number of person authorized to receive notices and communications on behalf of filing
persons)
with copies to:
Michele M. Anderson, Esq.
Cathy A. Birkeland, Esq.
Roderick O. Branch, Esq.
Michael A. Pucker, Esq.
Latham & Watkins LLP
330 N. Wabash Ave., Suite 2800
Chicago, Illinois 60611
(312) 876-7700
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Check the appropriate boxes below to designate any transactions to which the statement relates: | |
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
| Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨ | |
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | |
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on February 24, 2025 by Hyatt Hotels Corporation, a Delaware corporation (“Parent”), and HI Holdings Playa B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Buyer”) and an indirect wholly owned subsidiary of Parent. The Schedule TO relates to the offer by Buyer to purchase all of the outstanding ordinary shares, par value €0.10 per share (the “Shares”), in the capital of Playa Hotels & Resorts N.V., a public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (“Playa”), at a cash price equal to $13.50 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in an Offer to Purchase, dated February 24, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11
Items 1 through 9 and Item 11 of the Schedule TO (to the extent such Items incorporate by reference the information contained in the Offer to Purchase) are hereby amended and supplemented by adding the following text thereto:
At 5:00 p.m., New York City time, on June 9, 2025, the Offer expired. The Depositary has advised Buyer that, as of the expiration time, a total of 101,891,119 Shares (excluding Shares tendered pursuant to guaranteed delivery procedures), collectively representing approximately 82.8% of the outstanding Shares, were validly tendered pursuant to the Offer and not properly withdrawn. For purposes of the Minimum Condition, the aggregate number of Shares validly tendered and not properly withdrawn, together with the 12,143,621 Shares owned by Parent and its affiliates as of June 9, 2025, represents approximately 92.7% of the outstanding Shares. As a result, as of the expiration time, the number of Shares validly tendered pursuant to the Offer and not properly withdrawn satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived. Buyer intends to accept for payment, and, as soon as practicable expects to pay for, all Shares validly tendered into the Offer and not properly withdrawn.
Pursuant to Rule 14d-11 promulgated under the Exchange Act, Buyer has elected to provide a Subsequent Offering Period of five business days, which commenced on June 10, 2025 and will expire at 11:59 p.m., New York City time, on June 16, 2025. Shares validly tendered during the Subsequent Offering Period will be immediately accepted and promptly paid for by Buyer pursuant to the terms of the Offer.
Parent and Buyer expect to consummate the Back-End Transactions pursuant to the Purchase Agreement beginning on the final date on which Shares tendered during the Subsequent Offering Period are accepted for payment and paid for. Promptly following the expiration of the Subsequent Offering Period, Playa will no longer be a public traded company, and the listing of the Playa shares on the NASDAQ will be terminated. In addition, Playa shares held by individuals following the expiration of the Subsequent Offering Period will receive the same consideration as shareholders that tender their Shares in the Offer (“Cancellation Consideration”), less any applicable withholding taxes and without interest.
Tax information relevant to shareholders that do not tender their Shares in the Offer or during the Subsequent Offering Period and receive the Cancellation Consideration in connection with the Back-End Transactions will be uploaded to Parent’s and/or Playa’s websites prior to the applicable statutory deadlines. This information is relevant to the filing of such shareholders’ tax returns and should be reviewed with their tax advisors.
If you did not tender your Shares in the Offer and do not tender them during the Subsequent Offering Period, and the Back-End Transactions are consummated, you will receive the same consideration as shareholders that tendered their Shares in the Offer, which, as is the case with the Offer Consideration, will be less any applicable withholding taxes and without interest. No Dutch dividend withholding tax is applicable to amounts paid for Shares tendered in the Offer or during the Subsequent Offering Period. The withholding tax applicable to the Cancellation Consideration is described below, unless an exemption or reduction of Dutch dividend withholding tax is applicable to any particular holder of New TopCo A Shares.
On April 28, 2025, Playa filed a ruling request with the Dutch tax authority to confirm the average paid up capital recognized for Dutch dividend withholding tax purposes of the New TopCo A Shares immediately prior to the Cancellation becoming effective. This ruling request has not yet been approved. Accordingly, Buyer will withhold from the Cancellation Consideration as though such average paid up capital is €3.96 per share or such lower or higher amount as reasonably determined, in which case the 15% Dutch dividend withholding tax will be applied to the amount of the Cancellation Consideration that exceeds such amount. Promptly following the approval of the ruling request or other final determination of such average paid up capital, Buyer will remit to each holder of New TopCo A Shares as of the Cancellation such shareholder’s pro rata share of the excess of the amount withheld in connection with the Cancellation over the witholding tax due based upon the average paid up capital as finally determined.
The full text of the press release issued by Parent on June 10, 2025 announcing the expiration of the Offer is attached hereto as Exhibit (a)(5)(G) and is incorporated by reference herein.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. | Description | |
| (a)(5)(G) | Press Release, dated June 10, 2025 | |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| HI HOLDINGS PLAYA B.V. | ||
| By | /s/ Peter Sears | |
| Name: Peter Sears | ||
| Title: Managing Director A | ||
| By | /s/ Paulus Cornelis Gerhardus van Duuren | |
| Name: Paulus Cornelis Gerhardus van Duuren | ||
| Title: Managing Director B | ||
| HYATT HOTELS CORPORATION | ||
| By | /s/ Margaret C. Egan | |
| Name: Margaret C. Egan | ||
| Title: EVP, General Counsel and Secretary | ||
Date: June 10, 2025
Exhibit (a)(5)(G)
Hyatt Achieves Minimum Condition in Tender Offer
to Acquire Playa Hotels & Resorts N.V.
CHICAGO, June 10, 2025 -- Hyatt Hotels Corporation (“Hyatt” or the “Company”) (NYSE: H), a leading global hospitality company, announced today that 101,891,119 shares of Playa Hotels & Resorts N.V. (“Playa”) (NASDAQ: PLYA) (excluding 2,365,586 Playa ordinary shares tendered pursuant to guaranteed delivery procedures), representing approximately 82.8% of Playa’s outstanding shares, were validly tendered and not withdrawn prior to the expiration of the initial offering period at 5:00 p.m., New York City time, on June 9, 2025. For purposes of the minimum tender condition, the aggregate number of Playa ordinary shares validly tendered and not properly withdrawn, together with the 12,143,621 Playa ordinary shares owned by Hyatt and its affiliates as of June 9, 2025, represents approximately 92.7% of the outstanding Playa ordinary shares.
As a result, the minimum tender condition and other conditions of its previously announced tender offer to acquire Playa for $13.50 per share or approximately $2.6 billion, including approximately $900 million of debt, net of cash, have been satisfied. All validly tendered shares are expected to be accepted for payment on or about June 11, 2025.
Hyatt also announced that the subsequent offering period has now commenced. Playa shareholders who have not yet tendered their shares may still tender during the subsequent offering period, which will expire at 11:59 p.m., New York City time, on June 16, 2025. Any Playa shares tendered during the subsequent offering period may not be withdrawn. Playa ordinary shares are expected to be suspended from trading on the Nasdaq prior to the opening of the market on June 16, 2025.
About Hyatt Hotels Corporation
Hyatt Hotels Corporation, headquartered in Chicago, is a leading global hospitality company guided by its purpose – to care for people so they can be their best. As of March 31, 2025, the Company’s portfolio included more than 1,450 hotels and all-inclusive properties in 79 countries across six continents. The Company’s offering includes brands in the Luxury Portfolio, including Park Hyatt®, Alila®, Miraval®, Impression by Secrets, and The Unbound Collection by Hyatt®; the Lifestyle Portfolio, including Andaz®, Thompson Hotels®, The Standard®, Dream® Hotels, The StandardX, Breathless Resorts & Spas®, JdV by Hyatt®, Bunkhouse® Hotels, and Me and All Hotels; the Inclusive Collection, including Zoëtry® Wellness & Spa Resorts, Hyatt Ziva®, Hyatt Zilara®, Secrets® Resorts & Spas, Dreams® Resorts & Spas, Hyatt Vivid Hotels & Resorts, Sunscape® Resorts & Spas, Alua Hotels & Resorts®, and Bahia Principe Hotels & Resorts; the Classics Portfolio, including Grand Hyatt®, Hyatt Regency®, Destination by Hyatt®, Hyatt Centric®, Hyatt Vacation Club®, and Hyatt®; and the Essentials Portfolio, including Caption by Hyatt®, Hyatt Place®, Hyatt House®, Hyatt Studios, Hyatt Select, and UrCove. Subsidiaries of the Company operate the World of Hyatt® loyalty program, ALG Vacations®, Mr & Mrs Smith, Unlimited Vacation Club®, Amstar® DMC destination management services, and Trisept Solutions® technology services. For more information, please visit www.hyatt.com.
About Playa Hotels & Resorts N.V.
Playa Hotels & Resorts N.V., through its subsidiaries (NASDAQ: PLYA), is a leading owner, operator and developer of all-inclusive resorts in prime beachfront locations in Mexico, Jamaica and the Dominican Republic. Playa leverages years of all-inclusive resort operating expertise and relationships with globally recognized hospitality brands to provide a best-in-class experience and exceptional value to guests, while building a direct relationship to improve customer acquisition cost and drive repeat business. For more information, please visit www.playaresorts.com.
Additional Information and Where to Find It
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell ordinary shares of Playa or any other securities, nor is it a substitute for the tender offer materials that Buyer filed with the SEC upon the commencement of the tender offer. Buyer has filed with the SEC a tender offer statement on Schedule TO (the “Tender Offer Statement”) and Playa has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the “Solicitation/Recommendation Statement”) with respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. PLAYA’S SHAREHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF PLAYA’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents), as well as the Solicitation/Recommendation Statement, are available to all holders of Playa’s ordinary shares at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement are available for free at the SEC’s website at www.sec.gov. Copies of the documents filed by the Buyer with the SEC will also be available free of charge on Hyatt’s Investor Relations site at investors.hyatt.com. Copies of the documents filed by Playa with the SEC will also be available free of charge on Playa’s website at investors.playaresorts.com or by contacting Playa’s investor relations department at ir@playaresorts.com. In addition, Playa shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer by telephone at (866) 828-4304 (toll free) or (210) 664-3693 (non-toll free), or by email at HyattOffer@georgeson.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements,” which statements are not historical facts, relating to Hyatt, Playa and the proposed acquisition. These statements include, but are not limited to: statements about the proposed acquisition and the expected timeline for completing the acquisition; approvals of the acquisition; ability to consummate and finance the acquisition; method of financing the acquisition; integration of the acquisition; future operations or benefits; future business and financial performance; and outcomes of the proposed acquisition involve known and unknown risks that are difficult to predict. Words such as “anticipate,” “believe,” “estimate,” “expect,” “seek,” “likely,” “forecast,” “estimate,” “continue,” “intend,” “may,” “could,” “plan,” “project,” “predict,” “should,” “would,” “will” and variations of these terms and similar expressions, or the negative of these terms or similar expressions, are intended to identify such forward-looking statements. Such forward-looking statements are necessarily based upon estimates and assumptions available to us as of the date the statements are made, which are inherently uncertain. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements due to various known and unknown risks and uncertainties. Factors that may cause actual results, performance or achievements to differ materially from current expectations include, but are not limited to: the effects that the announcement or pendency of the proposed acquisition may have on us, Playa and our respective business and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we or they do business; inability to obtain shareholder approval or to satisfy other closing conditions; inability to obtain financing; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the effects that any termination of the definitive agreement may have on us or our business; failure to successfully complete the proposed acquisition; legal proceedings that may be instituted related to the proposed acquisition; significant and unexpected costs, charges or expenses related to the proposed acquisition; risks associated with potential divestitures, including of Playa real estate or business; ability or failure to successfully integrate the acquisition with existing operations; ability to realize anticipated synergies or obtain the results anticipated; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the financial condition of, and our and Playa’s relationships with, third-party owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access the capital necessary to fund current operations or implement our plans for growth; our ability to successfully execute our strategy to expand our management and hotels services and franchising business while at the same time reducing Playa’s real estate asset base within targeted timeframes and at expected values; our and Playa’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures; declines in the value of real estate assets; unforeseen terminations of management and hotels services or franchise agreements; risks associated with changing, or the introduction of new, brand concepts, including lack of acceptance of different or new brands or innovation; general volatility of the capital markets and our ability to access such markets; changes in the competitive environment in our industry, industry consolidation, and the markets where we and Playa operate; violations of regulations or laws related to our or Playa’s franchising businesses, licensing businesses or international operations; and other risks discussed in our filings with the SEC, including our most recently filed annual report on Form 10-K and subsequent quarterly reports filed on Form 10-Q, which filings are incorporated herein by reference and available from the SEC’s website at www.sec.gov, and in other documents that we may file with or furnish to the SEC. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this press release. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements or otherwise, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
For further information:
Hyatt
Media Contact:
Franziska Weber
franziska.weber@hyatt.com
Hyatt
Investor Contacts:
Adam Rohman
adam.rohman@hyatt.com
Ryan Nuckols
ryan.nuckols@hyatt.com