[15-12G] Playa Hotels & Resorts N.V. SEC Filing

Rhea-AI Filing Summary

Playa Hotels & Resorts N.V. (ticker: PLYA) has filed Form 15-12G with the SEC on 26 June 2025, formally certifying the termination of registration for its ordinary shares under Section 12(g) of the Securities Exchange Act of 1934 and suspending its duty to file future periodic reports under Sections 13 and 15(d).

The filing states that the company meets the conditions of Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), which generally permit deregistration when a class of securities has fewer than 300 holders of record. Playa reports an approximate holder count of zero, satisfying this threshold. No other classes of securities remain subject to SEC reporting obligations.

The document is executed on behalf of Playa Hotels & Resorts Merger Sub B.V., identified as the successor to Playa Hotels & Resorts N.V., and signed by Directors Peter Marian Boeschen and Monique Bourquin. The successor reference signals that a merger or corporate reorganisation has closed, leaving the predecessor entity without public shareholders and prompting this administrative step.

Once the Form 15 becomes effective (90 days after filing or earlier SEC approval), PLYA will no longer file 10-K, 10-Q, 8-K or other Exchange Act reports, significantly reducing public disclosure. The share class cited—ordinary shares with €0.10 par value—will be deregistered, and trading on U.S. markets, if any, will cease unless other arrangements are in place. Investors should note that the loss of reporting obligations eliminates routine access to financial statements, risk factor updates and governance disclosures.

Positive

• Completion of corporate merger/reorganisation evidenced by successor entity, implying transaction milestones are fulfilled

Negative

• Termination of SEC reporting obligations removes transparency and periodic disclosures for any remaining beneficial holders or noteholders

Insights

Corporate Governance Expert

TL;DR: PLYA ends SEC registration after merger; no public shareholders remain, so reporting ceases—administratively logical but transparency disappears.

The Form 15 confirms that Playa Hotels & Resorts N.V. no longer has record shareholders, aligning with Rules 12g-4(a)(1) and 12h-3(b)(1)(i). This typically follows a squeeze-out, merger or go-private transaction. Executing the form under the successor entity, Playa Hotels & Resorts Merger Sub B.V., indicates the reorganisation is complete. Impact on legacy investors is minimal because the holder count is zero; nonetheless, any residual beneficial owners lose Exchange Act protections and periodic disclosures. From a governance standpoint, the step is routine but signifies the end of SEC oversight.

Securities Analyst

TL;DR: Filing is impactful administratively—PLYA securities will be deregistered, eliminating U.S. market trading and future financial reporting.

The termination of registration is a definitive exit from U.S. capital markets. With no registered shareholders, liquidity considerations are moot, yet any contingent instruments tied to PLYA shares will lose reference pricing. The removal of mandatory disclosures also precludes future visibility into operating metrics, leverage or covenant status. While not value-destructive given zero holders, the action finalises PLYA’s transition to private status or non-U.S. reporting regimes.

 

As filed with the Securities and Exchange Commission on June 26, 2025

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 15

 

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

Commission File Number: 001-38012

 

 

 

PLAYA HOTELS & RESORTS N.V.

 

(Exact name of registrant as specified in its charter)

 

 

 

Keizersgracht 555 1017 DR, Amsterdam, the Netherlands
+31 20 240 9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Ordinary Shares, par value €0.10 per share

(Title of each class of securities covered by this Form)

 

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 

Rule 12g-4(a)(1)	x
Rule 12g-4(a)(2)	¨
Rule 12h-3(b)(1)(i)	x
Rule 12h-3(b)(1)(ii)	¨
Rule 15d-6	¨
Rule 15d-22(b)	¨

 

Approximate number of holders of record as of the certification or notice date: Zero (0).

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Playa Hotels & Resorts N.V. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

Date: June 26, 2025

 

 	Playa Hotels & Resorts Merger Sub B.V.
 	as successor to Playa Hotels & Resorts N.V.
 	 
 	By:	/s/ Peter Marian Boeschen
 	Name:	Peter Marian Boeschen
 	Title:	Director A
 	 
 	By:	/s/ Monique Bourquin
 	Name:	Monique Bourquin
 	Title:	Director B

 

 

 

FAQ

Why did PLYA file a Form 15-12G on 26 June 2025?

To terminate SEC registration and suspend reporting duties because its ordinary shares now have zero record holders.

Which SEC rules did Playa Hotels & Resorts rely on to deregister?

The company cited Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i).

Will PLYA continue to file 10-K or 10-Q reports?

No. Once the Form 15 is effective, PLYA's obligations to file Exchange Act reports are suspended.

What happens to trading of PLYA ordinary shares after deregistration?

Deregistration typically ends U.S. market trading of the affected shares unless an alternative listing exists.

Who signed the Form 15 for Playa Hotels & Resorts?

Directors Peter Marian Boeschen and Monique Bourquin signed on behalf of Playa Hotels & Resorts Merger Sub B.V., the successor entity.