UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO/A

Amendment No. 8

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

GREAT WOLF RESORTS, INC.

(Names of Subject Company (Issuer))

 

K-9 ACQUISITION, INC.

K-9 HOLDINGS, INC.

K-9 INVESTORS, L.P.

(Name of Filing Persons (Offeror))

 

APOLLO MANAGEMENT VII, L.P.

(Names of Filing Persons (Other Person))

 

 

 

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

 

391523107

(CUSIP Number of Class of Securities)

 

K-9 Acquisition, Inc.

K-9 Holdings, Inc.

K-9 Investors, L.P.

c/o Apollo Management VII, 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 number of person authorized to receive notices and communications on behalf of filing persons)

 

 

With a copy to:

 

Adam Weinstein

Jeffrey L. Kochian

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Telephone: (212) 872-8112

CALCULATION OF FILING FEE

 

 

Transaction Value*   Amount of Filing Fee**
$262,419,918.65   $30,073.32

 

 

* Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 33,429,289 shares of common stock, par value $0.01 per share, at $7.85 per share as of March 13, 2012. This includes (i) 31,669,564 shares of unrestricted common stock outstanding on March 13, 2012, (ii) 1,236,173 shares of restricted stock outstanding on March 13, 2012 and (iii) 523,552 shares of restricted stock that, pursuant to that certain Agreement and Plan of Merger, dated as of March 12, 2012, by and among Great Wolf Resorts, Inc. (the “Company”), K-9 Acquisition, Inc. and K-9 Holdings, Inc. (the “Merger Agreement”), were converted from certain stock-denominated performance awards upon the signing of the Merger Agreement. The holders of such shares of restricted stock (including those converted from performance awards) will have the right to tender such shares in the offer. The number of shares of common stock assumed for purchase does not include shares of common stock issuable (i) pursuant to outstanding options to purchase common stock with an exercise price per share in excess of the price offered in the offer or (ii) pursuant to certain company stock awards that will expire without consideration if the shares are accepted for payment in the offer.
** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the Transaction Value by 0.00011460.

 

x 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.

 

Amount Previously Paid: $30,073.32    Filing Party: K-9 Acquisition, Inc., K-9 Holdings, Inc., K-9 Investors, L.P. and Apollo Management VII, L.P.
Form or Registration No.: Schedule TO-T, Schedule TO-T/A, Schedule TO-T/A, Schedule TO-T/A    Date Filed: March 13, 2012, April 9, 2012, April 19, 2012, April 20, 2012

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  x third-party tender offer subject to Rule 14d-1.
  ¨ issuer tender offer subject to Rule 13e-4.
  ¨ going-private transaction subject to Rule 13e-3.
  ¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:   x

 

 

 

 

This Amendment No. 8 (this “Amendment No. 8”) amends and supplements the Tender Offer Statement on Schedule TO filed on March 13, 2012, as previously amended and supplemented (the “Schedule TO”) by K-9 Acquisition, Inc., a Delaware corporation (the “Offeror”), K-9 Holdings Inc., a Delaware corporation, K-9 Investors, L.P., a Delaware limited partnership, and Apollo Management VII, L.P., a Delaware limited partnership. The Schedule TO relates to the offer by Offeror to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of Great Wolf Resorts, Inc. (the “Company”), at a purchase price of $7.85 per share, net to the seller in cash, without interest and less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the offer to purchase dated March 13, 2012, as previously amended and supplemented (the “Offer to Purchase”), and the related letters of transmittal, as they may be further amended or supplemented from time to time. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Offer to Purchase.

As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment No. 8, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 13 of the Schedule TO. You should read this Amendment No. 8 together with the Schedule TO.

Item 1. Summary Term Sheet

Regulation M-A Item 1001

Item 1 of the Schedule TO is hereby amended and supplemented as follows:

“The Offer expired, as scheduled, at 9:00 a.m., New York City time, on Friday, May 4, 2012. The Depositary for the Offer has advised the Offeror that, as of the expiration time of the Offer, a total of approximately 24,054,129 Shares were validly tendered to Offeror and not validly withdrawn in the Offer, which represent approximately 72% of all issued and outstanding Shares on a fully-diluted basis. Additional shares of Common Stock were tendered through Notices of Guaranteed Delivery. The Offeror has accepted all Shares that were validly tendered and not validly withdrawn during the offering period. Payment for such Shares will be made promptly, in accordance with the terms of the Offer.

On Friday, May 4, 2012, the Offeror and the Company issued a joint press release announcing the results of the Offer and that the Offeror has exercised the Top-Up Option, as required by the terms of the Merger Agreement, to cause the Company to issue shares of Common Stock to the Offeror, at a price per share equal to the Offer Price, in an amount

sufficient to ensure that Parent and the Offeror could effect a “short-form” merger with the Company in accordance with applicable provisions of the DGCL. Immediately following the closing of the Top-Up Option, the Offeror completed the acquisition, effective upon the merger of the Offeror with and into the Company in accordance with the short-form merger provisions of the DGCL without prior notice to, or any action by, any stockholder of the Company other than the Offeror.

The press release announcing the expiration of the Offer, the acceptance of Shares for payment, the exercise of the top-up option and the subsequent meger is attached hereto as Exhibit (a)(1)(R).

Item 2: S ubject Company Information.

Regulation M-A Item 1002(a) – (c)

(b) Securities.

Item 2 of the Schedule TO is hereby amended and supplemented as follows:

“Immediately prior to the Acceptance Time, the Rights expired in accordance with their terms without any payment in respect thereof.”

Item 4. Terms of the Transaction

Regulation M-A Item 1004

Item 4 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 8, which is hereby incorporated by reference into Item 4 of the Schedule TO.

Item 8. Interest in the Securities of the Subject Company

Regulation M-A Item 1008

Item 8 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 8, which is hereby incorporated by reference into Item 8 of the Schedule TO.

Item 11. Additional Information

Regulation M-A Item 1011

Item 11 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 8, which is hereby incorporated by reference into Item 11 of the Schedule TO.

Item 12. Exhibits

Regulation M-A Item 1016(a), (b), (d), (g) and (h)

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(1)(R) Joint Press Release issued by the Offeror and the Company, on May 4, 2012.”

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 4, 2012

 

K-9 Acquisition, Inc.
By:  

/s/ Scott I. Ross

Name:   Scott I. Ross
Title:   Vice President
K-9 Holdings, Inc.
By:  

/s/ Scott I. Ross

Name:   Scott I. Ross
Title:   Vice President
Apollo Management VII, L.P.
By:   AIF VII Management, LLC,
  its General Partner
  By:  

/s/ Scott I. Ross

  Name:   Scott I. Ross
  Title:   Vice President
K-9 Investors, L.P.
By:   Apollo Advisors VII, L.P.
  its General Partner
By:   Apollo Capital Management VII,
  LLC, its General Partner
  By:  

/s/ Scott I. Ross

  Name:   Scott I. Ross
  Title:   Vice President

EXHIBIT INDEX

 

Exhibit

No.

   Description
(a)(1)(A)    Offer to Purchase, dated March 13, 2012.*
(a)(1)(B)    Letter of Transmittal for Shares.*
(a)(1)(C)    Notice of Guaranteed Delivery.*
(a)(1)(D)    Letter of Transmittal for Restricted Shares.*
(a)(1)(E)    Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)    Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(G)    Joint Press Release issued by Parent, the Offeror and the Company on March 13, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Great Wolf Resorts, Inc. on March 13, 2012).*
(a)(1)(H)    Summary Advertisement as published in the Wall Street Journal and dated March 13, 2012.*
(a)(1)(I)    Joint Press Release issued by Parent, the Offeror and the Company on April 5, 2012.*
(a)(1)(J)    Amendment and Supplement to the Offer to Purchase, dated April 9, 2012.*
(a)(1)(K)    Joint Press Release issued by Parent, the Offeror and the Company on April 6, 2012.*
(a)(1)(L)    Second Amendment and Supplement to the Offer to Purchase, dated April 19, 2012.*
(a)(1)(M)    Joint Press Release issued by Parent, the Offeror and the Company, on April 18, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Great Wolf Resorts, Inc. on April 18, 2012).*
(a)(1)(N)    Joint Press Release issued by the Holding Partnership and the Company, on April 19, 2012 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Great Wolf Resorts, Inc. on April 19, 2012).*
(a)(1)(O)    Third Amendment and Supplement to the Offer to Purchase, dated April 20, 2012.*
(a)(1)(P)    Joint Press Release issued by the Offeror and the Company, on April 20, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8- K filed by Great Wolf Resorts, Inc. on April 20, 2012).*

(a)(1)(Q)    Joint Press Release issued by the Offeror and the Company, on April 30, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8- K filed by Great Wolf Resorts, Inc. on April 30, 2012).*
(a)(1)(R)    Joint Press Release issued by the Offeror and the Company on May 4, 2012.
(b)(1)    Commitment and Engagement Letter, dated as of March 12, 2012, from Morgan Stanley Senior Funding, Inc., UBS Securities LLC and UBS Loan Finance LLC to K-9 Acquisition, Inc. and K-9 Holdings, Inc.*
(d)(1)    Agreement and Plan of Merger, dated as of March 12, 2012, by and among K-9 Acquisition, Inc., K-9 Holdings, Inc. and Great Wolf Resorts, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Great Wolf Resorts, Inc. on March 13, 2012).*
(d)(2)    Limited Guaranty, dated as of March 12, 2012, delivered by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. in favor of Great Wolf Resorts, Inc.*
(d)(3)    Equity Commitment Letter, dated as of March 12, 2012, by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. to K-9 Holdings, Inc.*
(d)(4)    Extension Letter Agreement, dated April 5, 2012, by and among K-9 Acquisition, Inc., K-9 Holdings, Inc. and Great Wolf Resorts, Inc.*
(d)(5)    First Amendment to Agreement and Plan of Merger, dated as of April 6, 2012, by and among K-9 Acquisition, Inc., K-9 Holdings, Inc. and Great Wolf Resorts, Inc.*
(d)(6)    Amended and Restated Equity Commitment Letter, dated as of April 6, 2012, by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. to K-9 Holdings, Inc.*
(d)(7)    Amended and Restated Limited Guarantee, dated as of April 6, 2012, delivered by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. in favor of Great Wolf Resorts, Inc.*

(d)(8)    Second Amendment to Agreement and Plan of Merger, dated as of April 18, 2012, by and among K-9 Acquisition, Inc., K-9 Holdings, Inc. and Great Wolf Resorts, Inc.*
(d)(9)    Second Amended and Restated Equity Commitment Letter, dated as of April 18, 2012, by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. to K-9 Holdings, Inc.*
(d)(10)    Amended and Restated Limited Guarantee, dated as of April 18, 2012, delivered by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. in favor of Great Wolf Resorts, Inc.*
(d)(11)    Third Amendment to Agreement and Plan of Merger, dated as of April 20, 2012, by and among K-9 Acquisition, Inc., K-9 Holdings, Inc. and Great Wolf Resorts, Inc. *
(d)(12)    Third Amended and Restated Equity Commitment Letter, dated as of April 20, 2012, by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. to K-9 Holdings, Inc.*
(d)(13)    Amended and Restated Limited Guarantee, dated as of April 20, 2012, delivered by Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P. and Apollo Investment Fund (PB) VII, L.P. in favor of Great Wolf Resorts, Inc.*
(g)    None.
(h)    None.

 

* Previously filed
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