JULY 24, 2020 (LAS VEGAS, Nev.) – Diamond Resorts International, Inc., a global leader in the hospitality and vacation ownership industry (the “Company”), announced today that it has terminated its offer to purchase for cash (the “Tender Offer”) any and all of its $500 million aggregate principal amount of 7.750% First-Priority Senior Secured Notes due 2023 (the “Notes”), as a result of the Financing Condition (as defined in the Tender Offer Materials) not having been satisfied. The market conditions were not satisfactory to achieve a financing on reasonably satisfactory terms to the Company. The Company maintains sufficient liquidity and its maturity windows remain adequate to address recapitalization in the future. As a result of this termination, no Notes will be purchased in the Tender Offer and all Notes validly tendered (and not validly withdrawn) will be promptly returned to tendering holders. No consideration will be paid in the Tender Offer for any of the tendered Notes.
“As a result of changing market conditions, the contemplated financing was uneconomic relative to our current Notes so we chose to terminate the contemplated financing,” said Mike Flaskey, Chief Executive Officer of the Company. “We continue to believe the company has sufficient liquidity and a manageable capital structure to weather our current environment and look forward to serving our current and future owners at our industry leading collection of vacation destinations around the world.”
The Company commenced an opportunistic Tender Offer on July 15, 2020, pursuant to the terms and conditions as disclosed in the Offer to Purchase, dated July 15, 2020 and the Notice of Guaranteed Delivery, dated July 15, 2020 (collectively, the “Tender Offer Materials”).
The Company’s obligation to consummate the Tender Offer by accepting for purchase, and paying for, any Notes validly tendered (and not validly withdrawn) was subject to and conditioned upon the satisfaction or waiver of (i) the Financing Condition and (ii) General Conditions (as defined in the Tender Offer Materials). The Financing Condition provides that the Tender Offer is subject to, and conditioned upon, the Company’s incurrence, on or prior to the Settlement Date (as defined in the Tender Offer Materials), of senior secured indebtedness, on terms reasonably satisfactory to the Company, yielding net proceeds in an amount sufficient to purchase any and all Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer, to add $50 million of cash on the balance sheet of the Company and to pay related fees and expenses. The Financing Condition has not been satisfied and has not been waived by the Company.
This press release constitutes a formal termination of the Tender Offer, which was made pursuant to the terms and conditions set forth in the Tender Offer Materials. This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any securities.
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 (collect).
About Diamond Resorts International, Inc.
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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