Great Wolf Resorts, Inc. Extends Consent Solicitation for 10.875% First Mortgage Notes due 2017 and Amends Certain Terms
16 4월 2012 - 10:00PM
Business Wire
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”) with respect to, among other things, the
previously announced transactions contemplated by the merger
agreement dated as of March 12, 2012 (the “Proposed COC
Amendment”) 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), the accompanying
Consent Letter and Supplement No. 1 to the Consent Solicitation
Statement, dated April 2, 2012.
The Consent Solicitation was previously scheduled to expire at
5:00 p.m., New York City time, on April 13, 2012. The Issuers have
extended the deadline for the Consent Solicitation to 5:00 p.m.,
New York City time, on Thursday, April 19, 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 16, 2012 (“Supplement No. 2”) which
reflects that the Issuers are no longer seeking to delete clause
(5) from the definition of “Change of Control.”
Copies of Supplement No. 2 have been distributed to eligible
holders of Notes. Except as set forth herein and in Supplement No.
2, 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), the accompanying Consent Letter and Supplement No. 1 to
the Consent Solicitation Statement, dated April 2, 2012, 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.
Forward-Looking Statements
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 (NASDAQ:WOLF)
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