UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)
_________________
Diamond Resorts International, Inc.
(Name of Subject Company (Issuer))
Dakota Merger Sub, Inc.
(Offeror)
a direct wholly owned subsidiary of
Dakota Parent, Inc.
(Parent of Offeror)
Apollo Management VIII, L.P.
(Other Person)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
_________________
Common Stock, par value $0.01 per share
(Title of Class of Securities)
25272T 104
(CUSIP Number of Class of Securities)
Dakota Merger Sub, Inc.
c/o Apollo Management VIII, L.P.
9 West 57th Street, 43rd Floor
New York, New York 10019
Attention: John J. Suydam
Telephone: (212) 515-3200
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
_________________
With copies to:
Taurie M. Zeitzer
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount Of Filing Fee**
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$2,345,673,783.75
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$236,209.35
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*
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Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying (a) the offer price of $30.25 per share of common stock, par value $0.01 per share (“
Shares
”), of Diamond Resorts International, Inc., a Delaware corporation (“
Diamond Resorts
”), by (b) 77,542,935 Shares, which is the sum of (1) 69,745,698 Shares issued and outstanding (including 138,000 Shares of restricted stock), (2) 7,688,370 Shares issuable upon the exercise of outstanding options with an exercise price that is less than $30.25, (3) 81,830 Shares issuable pursuant to restricted stock units, and (4) an aggregate of 27,037 Shares subject to deferral. The foregoing share figures have been provided by Diamond Resorts to the Offeror and are as of July 13, 2016, the most recent practicable date.
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**
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The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory Rate #1 for fiscal year 2016, issued August 27, 2015, is calculated by multiplying the Transaction Valuation by 0.0001007.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $236,209.35
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Filing Party:
Dakota Merger Sub, Inc.
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Form or Registration No.: Schedule TO-T
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Date Filed: July 14, 2016
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 7 (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)(1) 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 Transactions 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. On August 26, 2016, the parties learned that
the Federal Competition Commission of Mexico reviewed and voted to approve the transaction on August 25, 2016, as required
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). See Section 13—“Conditions of the Offer.””