[SCHEDULE 13D/A] Playa Hotels & Resorts N.V. SEC Filing

Rhea-AI Filing Summary

Hyatt Hotels Corporation has completed its acquisition of Playa Hotels & Resorts through a series of transactions culminating in a Dutch legal triangular merger. Key developments include:

• During the Subsequent Offering Period ending June 16, 2025, Hyatt acquired an additional 2,091,504 Ordinary Shares at $13.50 per share
• On June 16, 2025, Playa's Ordinary Shares were delisted from Nasdaq and trading was suspended
• On June 17, 2025, Playa became an indirect wholly owned subsidiary of Hyatt through a corporate reorganization
• Remaining shareholders who did not tender their shares received $13.50 per share in cash
• The acquisition was funded through debt financing

Following the merger, no Ordinary Shares remain outstanding, and Playa operates through a chain of ownership including HI Holdings Playa B.V., Hyatt International Holdings Co., Hyatt International Corporation, and AIC Holding Co., all under Hyatt Hotels Corporation's control.

Positive

• Hyatt Hotels Corporation successfully completed acquisition of Playa Hotels & Resorts N.V., gaining 100% ownership through a $13.50 per share transaction
• Transaction represents strategic expansion of Hyatt's resort portfolio through complete integration of Playa Hotels & Resorts

Negative

• Delisting of Playa Hotels & Resorts (PLYA) from Nasdaq, ending public trading opportunities for investors
• Minority shareholders were forced to accept $13.50 per share cash-out price without alternative options

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Playa Hotels & Resorts N.V.

(Name of Issuer)

Ordinary Shares, (euro)0.10 par value per share

(Title of Class of Securities)

N70544106

(CUSIP Number)

Margaret C. Egan, Esq.
Hyatt Hotels Corporation, 150 North Riverside Plaza
Chicago, IL, 60606
(312) 750-1234

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. N70544106

1

Name of reporting person

Hyatt Hotels Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. N70544106

1

Name of reporting person

AIC Holding Co.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. N70544106

1

Name of reporting person

Hyatt International Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. N70544106

1

Name of reporting person

Hyatt International Holdings Co.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. N70544106

1

Name of reporting person

HI Holdings Playa B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, (euro)0.10 par value per share
(b)	Name of Issuer: Playa Hotels & Resorts N.V.
(c)	Address of Issuer's Principal Executive Offices: KEIZERSGRACHT 555, 1017 DR, AMSTERDAM, NETHERLANDS , NA.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Statement is amended and supplemented by adding the following: As previously disclosed, Hyatt commenced the Subsequent Offering Period on June 10, 2025, through which it bought an additional 2,091,504 Ordinary Shares at a price of $13.50 per share. Hyatt indirectly acquired the remainder of the Issuer through the corporate reorganization, which is described in more detail in Item 4, and pursuant to which holders of the Issuer's Ordinary Shares immediately prior to such reorganization ceased to hold any direct or indirect equity interests in the Issuer or its successor in exchange for the equivalent of $13.50 per share, without interest and subject to any required tax withholding. Hyatt funded the purchase of these shares and the subsequent acquisition with debt financing.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is amended and supplemented by adding the following: Closing of Subsequent Offering Period and Corporate Reorganization On June 16, 2025, the Subsequent Offering Period expired. Through the Subsequent Offering Period, Hyatt bought a total of 2,091,504 Ordinary Shares at a price of $13.50 per share. Also on June 16, 2025, the Issuer filed a Form 25, Notification of Removal from Listing and/or Registration with the SEC, and public trading of the Ordinary Shares on Nasdaq was suspended. On June 17, 2025, the Issuer become an indirect wholly owned subsidiary of Hyatt through a corporate reorganization involving the Issuer and its subsidiaries. Each shareholder of the Issuer that did not tender its Ordinary Shares prior to the expiration of the Subsequent Offering Period ceased to hold any Ordinary Shares and received an amount in cash, without interest and subject to any required tax withholding, equal to $13.50 multiplied by the number of Ordinary Shares held by such minority shareholder immediately prior to the corporate reorganization. The corporate reorganization was implemented by means of a Dutch legal triangular merger (juridische driehoeksfusie) of the Issuer with and into a newly formed indirect subsidiary of the Issuer, together with a share exchange and cancellation transaction. No Ordinary Shares remain outstanding following the corporate reorganization.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference. On June 17, 2025, as part of the corporate reorganization described in Item 4 above, the Issuer merged with and into an entity that is indirectly wholly owned by the Reporting Persons and no Ordinary Shares remain outstanding. The Ordinary Shares reported herein were held of record by HI Holdings, which is a wholly owned subsidiary of Hyatt International Holdings Co., which is a wholly owned subsidiary of Hyatt International Corporation, which is a wholly owned subsidiary of AIC Holding Co., which is a wholly owned subsidiary of Hyatt Hotels Corporation. Each of Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation and Hyatt International Holdings Co. may be deemed to share beneficial ownership of the securities reported herein.
(b)	Item 5(b) of the Statement is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Statement is incorporated herein by reference.
(c)	Item 5(c) of the Statement is hereby amended and supplemented as follows: Except as described in Item 4 herein, the Reporting Persons have not effected any transactions in the Issuer's Ordinary Shares since the most recent filing on Schedule 13D.
(d)	None.
(e)	On June 17, 2025, as part of the corporate reorganization described in Item 4 above, the Issuer merged with and into an entity that is indirectly wholly owned by the Reporting Persons and no Ordinary Shares remain outstanding.

SIGNATURE

After reasonable 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.

Hyatt Hotels Corporation

Signature:	/s/ Margaret C. Egan
Name/Title:	Margaret C. Egan, Executive Vice President, General Counsel and Secretary
Date:	06/20/2025

AIC Holding Co.

Signature:	/s/ Margaret C. Egan
Name/Title:	Margaret C. Egan, as Attorney-in-Fact
Date:	06/20/2025

Hyatt International Corporation

Signature:	/s/ Margaret C. Egan
Name/Title:	Margaret C. Egan, Executive Vice President and Secretary
Date:	06/20/2025

Hyatt International Holdings Co.

Signature:	/s/ Margaret C. Egan
Name/Title:	Margaret C. Egan, as Attorney-in-Fact
Date:	06/20/2025

HI Holdings Playa B.V.

Signature:	/s/ Margaret C. Egan
Name/Title:	Margaret C. Egan, as Attorney-in-Fact
Date:	06/20/2025

FAQ

What happened to PLYA stock after Hyatt's acquisition in June 2025?

On June 16, 2025, PLYA's stock was suspended from trading on Nasdaq and the company filed a Form 25 for delisting. On June 17, 2025, Playa Hotels & Resorts became an indirect wholly owned subsidiary of Hyatt through a corporate reorganization, with no Ordinary Shares remaining outstanding.

How much did Hyatt pay per share for PLYA in the 2025 acquisition?

Hyatt paid $13.50 per share in cash for PLYA shares, without interest and subject to any required tax withholding. This price applied both to shares acquired during the Subsequent Offering Period and to remaining shares converted through the corporate reorganization.

How many additional PLYA shares did Hyatt acquire during the Subsequent Offering Period?

During the Subsequent Offering Period that expired on June 16, 2025, Hyatt acquired an additional 2,091,504 Ordinary Shares of PLYA at a price of $13.50 per share.

How was Hyatt's acquisition of PLYA structured?

The acquisition was completed through a Dutch legal triangular merger (juridische driehoeksfusie) where PLYA merged with a newly formed indirect subsidiary of PLYA, combined with a share exchange and cancellation transaction. Hyatt funded the purchase using debt financing.

Who are the reporting persons in PLYA's Schedule 13D/A filing?

The reporting persons are Hyatt Hotels Corporation, AIC Holding Co., Hyatt International Corporation, Hyatt International Holdings Co., and HI Holdings Playa B.V., with HI Holdings Playa B.V. being the direct holder of the PLYA shares as a wholly-owned subsidiary within the Hyatt corporate structure.