Diamond Resorts Corporation Launches Cash Tender Offer for Its 12.0% Senior Secured Notes Due 2018
27 July 2013 - 2:05AM
Business Wire
Diamond Resorts Corporation (the “Company”), an indirect
wholly-owned subsidiary of Diamond Resorts International, Inc.
(NYSE: DRII) (“DRII”), a global leader in the hospitality and
vacation ownership industries, announced today that it is
commencing a tender offer (the “Tender Offer”) to purchase for cash
a portion of its outstanding 12.0% Senior Secured Notes Due 2018
(the “Notes”). The Company is required to make the Tender Offer
under the indenture governing the Notes, as a result of the
consummation on July 24, 2013 of DRII’s initial public offering of
common stock.
The terms and conditions of the Tender Offer are described in
the Offer to Purchase, dated July 26, 2013, which is being
distributed to holders of the Notes (the “Offer to Purchase”).
Information related to the Notes and other information relating to
the Tender Offer are set forth in the table below.
Title of Security CUSIP andISIN Numbers
PrincipalAmountOutstanding
Cap TenderOfferConsideration (1)
12.00% Senior Secured Notes due 2018
25272P AC6US25272PAC68 $425,000,000
$56,797,854 $1,120
(1) Per $1,000 principal amount of Notes that are accepted for
purchase, exclusive of Accrued Interest (as defined below).
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on August 22, 2013, unless extended by the Company
(the “Expiration Time”). Holders that validly tender their Notes
prior to the Expiration Time (and have not validly withdrawn their
Notes prior to 5:00 p.m., New York City time, on August 22, 2013)
will be eligible to receive total consideration of $1,120 per
$1,000 principal amount of Notes (the “Tender Offer
Consideration”), plus accrued and unpaid interest to (but
excluding) the date of purchase (the “Accrued Interest”).
If Notes are purchased in the Tender Offer, the Company will
purchase up to the aggregate principal amount of Notes that it can
purchase for the aggregate Tender Offer Consideration which,
together with the Accrued Interest, equals the Cap. If the Tender
Offer is oversubscribed as of the Expiration Time, holders that
validly tender Notes will be subject to proration
The exclusive Dealer Manager for the Tender Offer is Credit
Suisse Securities (USA) LLC (Collect: (212) 538-2147, U.S. Toll
Free: (800) 820-1653). The Depositary for the Tender Offer is Wells
Fargo Bank, National Association.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell the Notes. The Tender Offer is being made only pursuant to the
Offer to Purchase that the Company is distributing to holders of
the Notes. Holders of the Notes should read carefully the Offer to
Purchase because it contains important information, including the
various terms and conditions of the Tender Offer. None of the
Company or any of its affiliates, the Dealer Manager or the
Depositary is making any recommendation as to whether or not
holders should tender all or any portion of their Notes in the
Tender Offer.
About Diamond Resorts International®
Diamond Resorts International® is a global leader in the
hospitality and vacation ownership industry, with an ownership base
of more than 490,000 owner-families and a worldwide network of 296
vacation destinations located in 32 countries throughout the
continental United States, Hawaii, Canada, Mexico, the Caribbean,
Central America, South America, Europe, Asia, Australia and
Africa.
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