Playa Hotels & Resorts (PLYA) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2023

PLAYA HOTELS & RESORTS N.V.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: Tel: +31 6 82 55 84 30

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On December 22, 2023, Playa Hotels & Resorts N.V. (the “Company”) and our subsidiary, Playa Resorts Holding B.V. (the “Borrower”), entered into the First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”), dated as of December 22, 2023, with Deutsche Bank AG New York Branch, as Administrative Agent and lender and the other lenders party thereto from time to time, which Amendment amends the Second Amended and Restated Credit Agreement, dated as of December 16, 2022, among the Company, the Borrower, the Administrative Agent and the financial institutions party thereto as lenders and agents (as amended prior to the date hereof, the “Existing Credit Agreement”). The Amendment amends the Existing Credit Agreement to, among other things, decrease the interest rate applicable to the Term Loans by 0.75% or 1.00% depending on the level of our consolidated first lien net leverage ratio in effect from time to time to, at the Borrower’s option, either a base rate plus a margin of either 2.25% to 2.50% or SOFR plus a margin of either 3.25% or 3.50%, in each case, depending on the level of our consolidated first lien net leverage ratio in effect from time to time.

Except as amended by the Amendment, the terms of the Existing Credit Agreement remain in full force and effect.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.