Subject to the terms and conditions set forth in the Statement, the Company will pay to the holders who delivered valid and unrevoked consents prior to the Expiration Time a cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes consented (the "Consent Fee"). The Consent Fee will only be payable upon, among other things, both the receipt of Requisite Consents (as defined below) and the closing of the Business Combination (as defined below). Only holders of record of the Notes as of 5:00 p.m., New York City time, on December 13, 2016 (the "Record Date"), are eligible to deliver consents to the Proposed Amendments in the consent solicitation
Playa is seeking the Proposed Amendments in connection with the previously announced transaction agreement entered into by Parent, Pace Holdings Corp, a Cayman Islands exempted company, Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("Holdco"), and New Pace Holdings Corp., a Cayman Islands exempted company, providing for a business combination, the effect of which replicates the economics of a merger of Pace and Parent and results in Holdco becoming the ultimate parent company to New Pace and Parent's direct and indirect subsidiaries (the "Business Combination"). If the Business Combination is consummated and the Proposed Amendments do not become operative prior to the consummation of the Business Combination, a Change of Control (as defined in the Indenture) may be deemed to have occurred, which would require Playa to make an offer to repurchase the Notes at 101% of the principal amount thereof plus accrued and unpaid interest (the "COC Offer").
The consent solicitation is subject to customary conditions, including, among other things, the receipt of valid and unrevoked consents with respect to a majority in principal amount of the outstanding Notes (the "Requisite Consents") prior to the Expiration Time. The Proposed Amendments will be effected by a supplemental indenture to the Indenture which will be executed promptly after the receipt of Requisite Consents (the "Consent Time"), as described in more detail in the Statement. Delivered consents may be validly revoked prior to the execution of the supplemental indenture. However, the Proposed Amendments with respect to the Notes will not become operative until immediately prior to the consummation of the Business Combination and shall not be operative if the Business Combination is not consummated. The Business Combination currently is expected to be consummated in the first quarter of 2017. Except for amendments relating to the change of control and related provisions, there are no other amendments to the Indenture being sought in connection with the consent solicitation.
No assurance can be given that the Proposed Amendments can or will be completed on terms that are acceptable to Playa, or at all. The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Statement and the accompanying letter of consent, copies of which will be delivered to the holders of the Notes. Playa may, in its sole discretion, terminate, extend or amend the consent solicitation at any time as described in the Statement.
Playa has retained BofA Merrill Lynch to act as solicitation agent in connection with the consent solicitation. Questions may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-3646 (collect). Playa has retained D.F. King & Co, Inc. to act as the information agent for the consent solicitation. Questions and requests for additional documents may be directed to D.F. King & Co, Inc. at (877) 536-1559 (toll free) or (212) 269-5550 (collect).
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the proposed amendment or any securities. The solicitation of consents is being made only pursuant to the Statement. No recommendation is being made as to whether holders of the Notes should consent to the Proposed Amendments. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
About Playa Hotel & Resorts
Playa Hotels & Resorts B.V. ("Parent") is a leading owner, operator and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations in Mexico and the Caribbean. Parent owns a portfolio consisting of 13 resorts (6,142-rooms) located in Mexico, the Dominican Republic and Jamaica. Parent owns and manages Hyatt Zilara and Hyatt Ziva Cancun, Hyatt Ziva and Hyatt Zilara Rose Hall Jamaica, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos. The company also owns and operates three resorts under Parent's brands, THE Royal and Gran, as well as five resorts in Mexico and the Dominican Republic that are managed by a third party.
This press release contains forward-looking statements. The words "will," "may," "designed to," "outlook," "foresees," "believes," "will continue," "should," "anticipates," "plans," "expects," "intends," "estimates" and similar expressions or the negatives thereof or other variations on these expressions, or similar terminology, or discussions of strategy, plans or intentions identify these forward-looking statements. Risks, uncertainties, and other factors that could cause the actual results to differ materially from the expectations expressed in the forward-looking statements, include, but are not limited to, the following: the inability to complete the Business Combination; the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; general economic uncertainty and weak demand in the lodging industry; changes in demand for vacation packages due to adverse changes in the economic climate; changes in demand for vacation packages as a result of terrorist acts, armed conflict, civil unrest, criminal activity or other international events impacting the security of travel; profound impacts from weather-related emergencies resulting from the significant geographic concentration of the Company's resorts; uncertainty regarding the future popularity of the luxury all-inclusive model; departure of key personnel; and general industry competition and risks related to the lodging industry. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We undertake no obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances.
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SOURCE Playa Hotel & Resorts