Great Wolf Resorts, Inc. : Extends Consent Solicitation for 10.875% First Mortgage Notes due 2017 and Amends Certain Terms
04/02/2012| 08:35am US/Eastern
Great Wolf Resorts, Inc. (NASDAQ: WOLF) ("Great Wolf") announced
today that it has further extended the expiration date of its previously
announced consent solicitation (the "Consent Solicitation") with
respect to the 10.875% First Mortgage Notes due 2017 (the "Notes")
issued by its wholly-owned subsidiaries GWR Operating Partnership,
L.L.L.P. and Great Wolf Finance Corp. (together, the "Issuers"),
seeking the consent of at least a majority of the aggregate principal
amount of all outstanding Notes to (i) waive the obligation to make a
"Change of Control Offer" under the indenture relating to the Notes (the
"Indenture") by amending the Indenture to exclude certain
permitted holders, including affiliates of Apollo Global Management LLC,
("Apollo") from the definition of "Change of Control" (the "Proposed
COC Amendments") and (ii) modify certain restrictive covenants in
the Indenture (the "Proposed Covenant Amendments"), in each case,
subject to the terms and 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.
The Consent Solicitation was previously scheduled to expire at 5:00
p.m., New York City time, on March 30, 2012. The Issuers have extended
the deadline for the Consent Solicitation to 5:00 p.m., New York City
time, on Thursday, April 5, 2012, unless further extended.
In addition, the Issuers are amending the terms of the Consent
Solicitation pursuant to a supplement to the Consent Solicitation
Statement, dated April 2, 2012 ("Supplement No. 1"), as follows:
To amend the definition of the Proposed COC Amendments so that certain
permitted holders, including affiliates of Apollo, are no longer
excluded from the definition of "Change of Control"; and
To amend the definition of the Proposed COC Amendments to only waive
the obligation to make a Change of Control Offer under the Indenture
with respect to (a) the transactions contemplated by the merger
agreement dated as of March 12, 2012 and (b) thereafter, any direct or
indirect changes to the internal organization or management structure
of Apollo or Apollo Management Holdings GP, LLC or their related
investment funds, alternative investment vehicles and managers.
Copies of Supplement No. 1 have been distributed to eligible holders of
Notes. Except as set forth herein and in Supplement No. 1, 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), and the accompanying
Consent Letter, copies of which were also previously distributed to
eligible holders of Notes.
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) 859-8511
(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).
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.
Statements herein regarding the Consent Solicitation 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. Great Wolf believes 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 Great Wolf or persons acting on 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
Great Wolf undertakes 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 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, 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 other securities nor a solicitation of
consents with respect to the Consent Solicitation. The Consent
Solicitation 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.
Great Wolf Resorts, Inc.
Inc. for Great Wolf Resorts, Inc.
Brad Cohen, 203-682-8211
Inc. for Great Wolf Resorts, Inc.
Michael Fox, 203-682-8218
© Business Wire 2012