Item 8.01 Other Events
On
The Company estimates that the net proceeds from this offering, after deducting
underwriting discounts and commissions and estimated offering expenses payable
by the Company, will be approximately
The offer and sale of the Ordinary Shares sold in the offering were registered
under the Securities Act of 1933, as amended, pursuant to two effective shelf
registration statements on Form S-3 (Registration Nos. 333-249413 and
333-225756) filed with the
The Underwriting Agreement contains customary representations and warranties of the parties, and indemnification and contribution provisions under which the Company and the Selling Shareholder have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, as described above, the Company currently intends to use a portion of the net proceeds from the sale of the Ordinary Shares sold by the Company in the offering to repay the amount outstanding under the Revolving Credit Facility. Certain of the Underwriters or their respective affiliates are lenders under the Revolving Credit Facility. As a result, such Underwriters or their respective affiliates will receive their proportionate shares of the net proceeds to the Company from the offering used to repay the amount outstanding under the Revolving Credit Facility.
The above description of the Underwriting Agreement does not purport to be a complete summary of and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement datedJanuary 6, 2021 by and among Playa Hotels & Resorts N.V.,Jamziv Mobay Jamaica Portfolio Limited andDeutsche Bank Securities Inc. , for itself and as representative for the several underwriters named therein 5.1 Opinion ofNautaDutilh N.V. as to the validity of the Ordinary Shares 23.1 Consent ofNautaDutilh N.V. (included in the opinion filed as Exhibit 5.1) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document
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