NautaDutilh advised Playa Hotels & Resorts B.V. ("Playa"), a large player in the Caribbean all-inclusive hotel resorts segment, on various transactions with a value totalling USD 1.4 billion.
The transactions included:
- the complex restructuring of the Playa group into two new groups, one led by a Spanish S.L topco ("Old Playa") and one headed by a Dutch B.V. topco ("Playa NL"), which restructuring included an acquisition of certain resorts from Old Playa. Various investors negotiated a shareholders agreement (Dutch law) between various existing shareholders and new shareholders, amongst which Hyatt, at the level of the Dutch topco.
- a USD 325 million investment in Playa NL by a wholly owned Hyatt subsidiary (common and preferred stock). Hyatt and Playa will jointly develop resorts under a Hyatt all inclusive bran. These are Hyatt's first steps in the all-inclusive segment.
- the acquisition by Playa NL of three all-inclusive resorts from Real Resorts.
- the acquisition by Playa NL of one all-inclusive resort in Jamaica.
- a new group credit facility (Dutch BV as borrower with Dutch law security documents) and
- a bond issue (Dutch BV as issuer) with Dutch corporate, security and finance aspects.
We advised as to Dutch, Luxembourg, Belgian and Netherlands Caribbean law aspects of the transaction. These transactions are a great example of how the Dutch flex B.V. - in excess of 30 are included in the Playa group, including a new joint venture topco - can be used as a flexible, tax efficient structuring tool in cross border structures and acquisitions.
The new topholding is a Dutch BV and the corporate governance has hence been fully organized under Dutch law.
NautaDutilh co-counseled with Hogan Lovells Washington D.C./Madrid on this matter. www.playaresorts.com.
The NautaDutilh team existed of Ruud Smits (heading the team, corporate/M&A, overall coordination), Elizabeth van Schilfgaarde (loan finance/debt capital markets), and Kees Koetsier (corporate/notarial). Other key team members were Esther Seubring, Valerie Verberne, Saskia Bijl de Vroe, Ivo Saanen and Lisa Schoenmakers.