JULY 15, 2020 (LAS VEGAS, Nev.) – Diamond Resorts International, Inc., a global leader in the hospitality and vacation ownership industry (the “Company”), announced that it has launched a tender offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 7.750% First-Priority Senior Secured Notes due 2023 (the “Notes”).
The Company’s obligation to accept and pay for the Notes is conditioned upon the satisfaction or waiver of certain conditions precedent. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on July 21, 2020 (as the same may be extended, the “Expiration Time”), unless extended or earlier terminated by the Company. Holders who wish to receive the Tender Consideration (as defined below) must validly tender (and not validly withdraw) their Notes at or prior to the Expiration Time (or, if the initial Expiration Time is extended, the earlier of the Expiration Time and ten (10) business days after the date hereof) The Tender Offer is being made pursuant to an Offer to Purchase dated July 15, 2020 and an accompanying notice of guaranteed delivery (the “Tender Offer Materials”), which sets forth a more detailed description of the Tender Offer. Holders of the Notes are urged to carefully read the Tender Offer Materials before making any decision with respect to the Tender Offer.
Concurrently with the Tender Offer, the Company is offering to purchase (the “Term Loan Purchase”) an aggregate principal amount of term loans under its senior secured credit facilities equal to (i) $450 million minus (ii) the aggregate principal amount of the Notes tendered and accepted for purchase by the Company pursuant to the Tender Offer. The purchase price of the term loans will be $930 per $1,000 principal amount of term loans.
The consideration for the Notes validly tendered (and not validly withdrawn) in the Tender Offer is set forth in the table below.
|Notes||CUSIPs||Aggregate Principal Amount Outstanding||Tender Consideration(1)(2)|
|7.750% First Priority Senior Secured Notes due 2023||23422RAB8 / U3200YAB0||$500,000,000||$1,002.50|
(1) For each $1,000 principal amount of Notes, excluding accrued and unpaid interest from the last payment date, which interest will be paid up to, but not including, the Settlement Date, in addition to the Tender Consideration.
(2) Payable only to Holders who validly tender (and do not validly withdraw) Notes that are accepted for purchase at or prior to the Expiration Time.
Holders of Notes will also receive accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Settlement Date. The “Settlement Date” for the Tender Offer is expected to be on July 28, 2020.
Any Notes that are tendered prior to the Expiration Time but not validly withdrawn prior to the Expiration Time may not, subject to limited exceptions where withdrawal rights are required by law, be withdrawn thereafter.
The Tender Offer may be terminated or withdrawn at any time and for any reason, including if certain conditions described in the Tender Offer Materials (including the Financing Condition, as defined in the Tender Offer Materials) are not satisfied, subject to applicable law. The Company is making the Tender Offer only by, and pursuant to, the terms of the Tender Offer Materials. None of the Company, the Dealer Manager (as defined below), the trustee under the Indenture (as defined in the Tender Offer Materials), the tender agent and information agent nor any of their respective affiliates makes any recommendation as to whether or not holders of the Notes should tender or refrain from tendering their Notes.
This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Tender Offer is being made only pursuant to the Tender Offer Materials. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
RBC Capital Markets is acting as the dealer manager (the “Dealer Manager”) for the Tender Offer. D.F. King & Co., Inc. is acting as the tender agent and information agent for the Tender Offer.
Requests for the Tender Offer Materials may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks) or (877) 783-5524 (for all others) or e-mail at firstname.lastname@example.org.
Questions or requests for assistance in relation to the Tender Offer may be directed to the Dealer Manager at RBC Capital Markets, (877) 381-2099 (toll free) or (212) 618-7843 (U.S.).
About Diamond Resorts
Diamond Resorts® offers destinations, events and experiences to help members make a habit of breaking from the routine. From unforgettable getaways to exclusive concert series to VIP receptions and dinners, members turn to Diamond to recharge, reconnect and remind each other what matters most. Our focus on quality resorts, customer service and flexibility means members can return to a favorite resort, book a cruise to explore new countries or attend a once-in-a-lifetime event with the same level of confidence and anticipation. With access to a world of entertainment and activities, a Diamond membership ensures that people are always looking forward to vacation.
This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include any statements that address future results or occurrences. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negatives thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate, “project,” “plan” and similar expressions identify forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained elsewhere in this press release, including developments related to COVID-19, are forward-looking statements. These forward-looking statements include statements that are not historical facts, including statements concerning our possible or assumed future actions and business strategies. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including developments related to COVID-19, many of which are outside of our control, which could cause our actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments. Statements in this press release are made as of the date hereof. New factors emerge from time to time that could cause our actual results to differ, and it is not possible to predict all such factors.
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