DRII Diamond Resorts International, Inc.

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This Amendment No. 2 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, “ Schedule TO ”) filed by Dakota Merger Sub, Inc., a Delaware corporation (the “ Offeror ”), Dakota Parent, Inc., a Delaware corporation (“ Parent ”), and Apollo Management VIII, L.P., a Delaware limited partnership (“ Management VIII ”) on July 14, 2016. The Offeror is a wholly owned subsidiary of Parent. Parent is controlled by equity funds managed by Management VIII. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $30.25 per Share, net to the holders thereof, payable in cash (the “ Offer Price ”), without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2016 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the “ Offer ”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of June 29, 2016, by and among Diamond Resorts, Parent and the Offeror (the “ Merger Agreement ”), a copy of which is attached as Exhibit (d) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

This Amendment is being filed to amend and supplement Items to the extent specifically provided herein.

Items 1 through 7, 9, and 11.

Items 1 through 7, 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in Section 15—“Certain Legal Matters; Regulatory Approvals”, are amended and supplemented by the following amendment, which amends and restates in its entirety the second paragraph of the subsection entitled “Other Competition Filings or Approvals” under Section 15—“Certain Legal Matters; Regulatory Approvals” as follows:

“On August 5, 2016, the required approval with respect to the Transaction was received under the Austrian Cartel Act 2005 (effective as of January 1, 2006) (Federal Law against Cartels and other Restraints of Competition), as last amended by Federal Law Gazette (BGBI) I No. 2/2008 effective as of March 1, 2013.  The relevant filing has been made under the Federal Law of Economic Competition published on May 23, 2014 in Official Gazette of the Mexican Federation (effective as of July 7, 2014).  To date, we have not identified any other required regulatory filings or approvals; however, we cannot assure you that other required regulatory filings or approvals will not be identified at a later date.  If any such filings or approvals are identified as being required, we would expect to make any such filings and/or obtain any such approvals; however, we cannot assure you that any such approvals will be obtained or that the granting of any such approvals will not involve the imposition of additional conditions on the completion of the Transaction. These conditions or changes could result in the conditions to the Transaction not being satisfied. See Section 13—“Conditions of the Offer.””

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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.