In connection with the announcement by K-9 Acquisition, Inc., an
affiliate of Apollo Global Management (NYSE: APO)
(“Apollo”), and Great Wolf Resorts, Inc. (NASDAQ: WOLF)
(“Great Wolf”) that Apollo had increased its offer price to
acquire Great Wolf to $7.00 per share, Great Wolf announced today
that its wholly-owned subsidiaries, GWR Operating Partnership,
L.L.L.P. and Great Wolf Finance Corp. (together, the
“Issuers”) are amending the Issuers’ previously announced
solicitation of consents (the “Consent Solicitation”) from
holders of the Issuers’ First Mortgage Notes due 2017 (the
“Notes”) so that the Issuers are no longer seeking consents
to modify certain restrictive covenants (the “Proposed Covenant
Amendments”) in the indenture related to the Notes (the
“Indenture”).
The Issuers will continue to seek, and have further extended the
expiration date until which they will accept, the consents of at
least a majority of the aggregate principal amount of all
outstanding Notes to waive the obligation to make a “Change of
Control Offer” under the Indenture with respect to, among other
things, the previously announced transactions contemplated by the
merger agreement, as amended (the “Proposed COC
Amendments”). The Issuers are amending the terms of the Consent
Solicitation pursuant to a supplement to the Consent Solicitation
Statement, dated April 19, 2012 (“Supplement No. 3”).
The Consent Solicitation was previously scheduled to expire with
respect to both the Proposed COC Amendments and the Proposed
Covenant Amendments at 5:00 p.m., New York City time, on April 19,
2012. The Issuers have extended the deadline for the Consent
Solicitation, which now relates to only the Proposed COC
Amendments, to 5:00 p.m., New York City time, on Friday, April 27,
2012, unless further extended.
Copies of Supplement No. 3 have been distributed to eligible
holders of Notes. Except as set forth herein and in Supplement No.
3, the complete terms and conditions of the Consent Solicitation
remain the same as set forth in the Consent Solicitation Statement,
dated March 13, 2012 (as may be amended or supplemented from time
to time, including by Supplement No. 1, dated April 2, 2012, and
Supplement No. 2, dated April 16, 2012) and the accompanying
Consent Letter, copies of which were also previously distributed to
eligible holders of Notes.
In addition, K-9 Investors, L.P. (the “Holding
Partnership”), an affiliate of Apollo, announced today that it
has extended the previously announced change of control offer (the
“Change of Control Offer”) for all of the outstanding Notes
so that the Change of Control Offer will expire simultaneously with
Apollo’s revised equity tender offer.
The Change of Control Offer was previously scheduled to expire
at 9:00 a.m., New York City time, on April 20, 2012. The Holding
Partnership is extending the expiration of the Change of Control
Offer until 9:00 a.m., New York City time, on Wednesday, May 2,
2012, unless further extended or earlier terminated. Accordingly,
the tender deadline under the Change of Control Offer is extended
to 5:00 p.m., New York City time, on April 27, 2012 and the
withdrawal deadline under the Change of Control Offer is extended
to 5:00 p.m., New York City time, on April 30, 2012. The Tender
Agent under the Change of Control Offer has informed the Holding
Partnership that, as of 5:00 p.m. on Wednesday, April 18, 2012,
$7,000 principal amount of Notes have been properly tendered in the
Change of Control Offer.
Except as set forth herein, the complete terms and conditions of
the Change of Control Offer remain the same as set forth in the
Change of Control Notice and Offer to Purchase dated March 13,
2012, and the related letter of transmittal.
Any inquiries regarding the Consent Solicitation may be directed
to D.F. King & Co., Inc., the Information, Tabulation and
Paying Agent for the Consent Solicitation, at (212) 269-5550
(collect) or (800) 714-3313 (toll free), or to the Joint
Solicitation Agents for the Consent Solicitation, Morgan Stanley
& Co. LLC, at (212) 761-1057 (collect) or (800) 624-1808 (toll
free) and UBS Investment Bank, at (203) 719-4210 (collect) or (888)
719-4210 (toll free).
Any inquiries regarding the Change of Control Offer may be
directed to D.F. King & Co., Inc., the Tender Agent for the
Change of Control Offer, at (212) 269-5550 (collect) or (800)
714-3313 (toll free).
The description contained herein is for informational purposes
only and is neither an offer to buy nor the solicitation of an
offer to sell Great Wolf Notes or other securities, nor a
solicitation of consents with respect to the Consent Solicitation.
The Consent Solicitation and the Change of Control Offer described
herein will not be made in any jurisdiction in which, or to or from
any person to or from whom, it is unlawful to make such offer or
solicitation under applicable state or foreign securities or “blue
sky” laws.
About Apollo Global Management
Apollo (NYSE: APO) is a leading global alternative investment
manager with offices in New York, Los Angeles, Houston, London,
Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had
assets under management of more than $75 billion as of December 31,
2011, in private equity, credit-oriented capital markets and real
estate funds invested across a core group of nine industries where
Apollo has considerable knowledge and resources. For more
information about Apollo, please visit http://www.agm.com.
About Great Wolf Resorts, Inc.
Great Wolf Resorts, Inc.® (NASDAQ: WOLF), Madison, Wis., is
North America’s largest family of indoor waterpark resorts, and,
through its subsidiaries and affiliates, owns and operates its
family resorts under the Great Wolf Lodge® brand. Great Wolf
Resorts is a fully integrated resort company with Great Wolf Lodge
locations in: Wisconsin Dells, Wis.; Sandusky, Ohio; Traverse City,
Mich.; Kansas City, Kan.; Williamsburg, Va.; the Pocono Mountains,
Pa.; Niagara Falls, Ontario; Mason, Ohio; Grapevine, Texas; Grand
Mound, Wash.; and Concord, N.C. Great Wolf’s consolidated
subsidiary, Creative Kingdoms, LLC, is a developer and operator of
technology-based, interactive quest adventure experiences such as
MagiQuest®. Additional information may be found on Great Wolf’s
website at http://www.greatwolf.com.
Forward-Looking Statements
Statements herein regarding the Consent Solicitation and the
Change of Control Offer and any other statements about future
expectations and the intent of any parties about future actions
constitute “forward-looking statements” as defined in the federal
securities laws. Forward-looking statements may be identified by
words such as “believe,” “expects,” “anticipates,” “projects,”
“intends,” “should,” “estimates” or similar expressions. Such
statements are based upon current beliefs, expectations and
assumptions and are subject to significant risks and uncertainties.
There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements. Apollo and Great Wolf believe these
forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are
based on current expectations. All written and oral forward-looking
statements attributable to Apollo and Great Wolf or persons acting
on Apollo’s or Great Wolf’s behalf are qualified in their entirety
by these cautionary statements. Further, forward-looking statements
speak only as of the date they are made, and Apollo and Great Wolf
undertake no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over
time unless required by law. Past financial or operating
performance is not necessarily a reliable indicator of future
performance and you should not use our historical performance to
anticipate results or future period trends.
Additional factors that may affect future results are contained
in Great Wolf’s filings with the Securities and Exchange Commission
(the “SEC”), including its Annual Report on Form 10-K for the year
ended December 31, 2011, as amended, which are available at the
SEC’s Web site http://www.sec.gov. The information set forth herein
speaks only as of the date hereof, and any intention or obligation
to update any forward-looking statements as a result of
developments occurring after the date hereof is hereby disclaimed
unless required by law.
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