Great Wolf Resorts, Inc. (NASDAQ: WOLF) (“Great Wolf”)
and an affiliate of Apollo Global Management, LLC (NYSE: APO)
(“Apollo”) announced today that, pursuant to Great Wolf’s
previously announced solicitation of consents (the “Consent
Solicitation”) by its wholly-owned subsidiaries GWR Operating
Partnership, L.L.L.P. and Great Wolf Finance Corp. (together, the
“Issuers”), to holders of the outstanding 10.875% First
Mortgage Notes due 2017 (the “Notes”), the Issuers have
received the requisite consents from holders 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 relating to the Notes (the “Indenture”) with
respect to, among other things, the previously announced
transactions contemplated by the merger agreement dated as of March
12, 2012 and the amendments thereto (the “Proposed COC
Amendment”). The Consent Solicitation expired at 5:00 p.m., New
York City time, on Friday, April 27, 2012 (the “Expiration
Time”).
Accordingly, the Issuers expect to enter into a supplemental
indenture with respect to the Indenture reflecting the Proposed COC
Amendment on April 30, 2012 (the “Supplemental Indenture”),
which will bind all holders of the Notes. Pursuant to the terms of
the Supplemental Indenture, it will become effective immediately
upon execution, but the Proposed COC Amendment will not become
operative until the Issuers pay to the holders who delivered valid
and unrevoked consents to the Proposed COC Amendment on or prior to
the Expiration Time the consent payment equal to $2.50 per $1,000
principal amount of Notes (the “COC Consent Fee”). However,
the Issuers’ obligation to pay the COC Consent Fee is conditioned
upon the completion, on or prior to July 10, 2012, of the equity
tender offer (the “Equity Tender Offer”), commenced March
13, 2012, pursuant to which an affiliate of Apollo offered to
purchase all outstanding shares of Great Wolf common stock (the
“Transaction Condition”). The Issuers intend to pay the COC
Consent Fee to D.F. King & Co., Inc., as agent for consenting
holders of Notes, promptly following the consummation of the Equity
Tender Offer. The requirement to make the consent payment and the
operativeness of the Supplemental Indenture remain subject to the
Transaction Condition and the other conditions described in the
Consent Solicitation Statement dated March 13, 2012 (as may be
amended or supplemented from time to time) and the accompanying
Consent Letter.
K-9 Investors, L.P., an affiliate of Apollo, also announced
today that, because the Issuers received the required consents to
the Proposed COC Amendments in the Consent Solicitation, K-9
Investors, L.P. is terminating its previously commenced change of
control offer (the “Change of Control Offer”) with respect
to the Notes as of the effectiveness of the Supplemental Indenture,
in accordance with the terms and conditions set forth in the Change
of Control Notice and Offer to Purchase dated March 13, 2012. As a
result of this termination, no Notes will be required to be
purchased pursuant to the Change of Control Offer and any Notes
previously tendered pursuant to the Change of Control Offer will be
returned promptly to the tendering holders.
Any inquiries regarding the Consent Solicitation or the Change
of Control Offer may be directed to D.F. King & Co., Inc., the
information, tabulation and paying agent for the Consent
Solicitation and the tender agent for the Change of Control Offer,
at (212) 269-5550 (collect) or (800) 714-3313 (toll free), and any
inquiries regarding the Consent Solicitation may be directed 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).
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.
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.
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 Great Wolf’s 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.
IMPORTANT NOTICE: This press release is for informational
purposes only and is neither an offer to buy nor the solicitation
of an offer to sell any Notes or shares of Great Wolf’s common
stock nor a solicitation of consents with respect to the Proposed
COC Amendment. 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.
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