Through a cash tender offer (the “Equity Tender Offer”) that
is expected to commence today, Apollo will make an offer to purchase
all outstanding shares of Great Wolf common stock for
The transaction was unanimously recommended by an independent strategic review committee of the board of directors of Great Wolf and unanimously approved by the board of directors of Great Wolf, who are recommending that Great Wolf stockholders tender their shares in the offer.
Great Wolf operates some of North America’s premier
family-oriented destination facilities and is the indoor waterpark
resort industry leader. The first
“We are very excited to support the continued growth of
“Kim Schaefer, Chief Executive Officer for Great Wolf, and
her team, have done a fantastic job building this great company and
consistently delivering a special experience to their guests. We are
honored to have the opportunity to partner with such a talented group
of people and look forward to working with them to continue to build on
the many strengths of Great Wolf,” said
“After a thorough assessment, we concluded that the proposal
put forth by Apollo is the best way to maximize value for shareholders,
who will receive a substantial and immediate cash premium for their
shares,” said Schaefer. “We are excited about the prospect of working
with Apollo as we further capitalize on opportunities to refine and
grow our Great Wolf Lodge brand. With the help of our talented and
dedicated team, we will continue to offer our guests the superior
experience that they have come to expect from a
Apollo (NYSE: APO) is a leading global alternative investment
manager with offices in
About the Equity Tender Offer, Change of Control Offer and Consent Solicitation
The Equity Tender Offer will be subject to customary
conditions, including that the number of shares validly tendered and
not withdrawn represent at least a majority of the outstanding shares
of Great Wolf on a fully diluted basis. The Equity Tender Offer is
scheduled to expire 21 business days from commencement, subject to
extension as permitted or required by the Merger Agreement.
If successful, the Equity Tender Offer will be followed by a merger in which each share of common stock not acquired in the offer will be converted into the right to receive the same consideration paid in the Equity Tender Offer. Upon completion of the transaction, Great Wolf will become a private company, controlled by Apollo.
The consummation of the Equity Tender Offer contemplated by
the Merger Agreement will constitute a “Change of Control” as defined
in the indenture (the “Indenture”) governing the 10.875% First Mortgage
Notes due 2017 (the “First Mortgage Notes”) issued by certain
wholly-owned subsidiaries of Great Wolf. The Indenture requires the
issuers of the First Mortgage Notes or a third party to make a “Change
of Control Offer” to each holder of the First Mortgage Notes following
a “Change of Control.” As a result, Apollo separately has agreed that
an affiliate will commence an offer to purchase for cash all of the
outstanding First Mortgage Notes at a price equal to 101% of the
principal amount of the First Mortgage Notes, plus accrued and unpaid
interest, pursuant to the terms of the Indenture and conditioned upon
the successful completion of the Equity Tender Offer and the other
terms set forth in the Change of Control Offer Documents (as defined
below). In connection with the Change of Control Offer, Apollo has
entered into an agreement with affiliates of
Simultaneously with the Change of Control Offer, the issuers
of the First Mortgage Notes have agreed to seek to waive the obligation
to make and consummate the Change of Control Offer by amending the
Indenture to exclude certain permitted holders, including Apollo, from
the definition of “Change of Control” in the Indenture and to seek to
amend certain restrictive covenants in the Indenture by soliciting the
consents of holders of at least a majority of the principal amount of
outstanding First Mortgage Notes (the “Consent Solicitation”), upon the
terms and subject to the conditions set forth in the Consent
Solicitation Documents (as defined below). If the required consents are
obtained to waive the Change of Control Offer, Apollo will terminate
the Change of Control Offer.
Copies of the Equity Tender Offer Documents may be obtained
Copies of the Change of Control Offer Documents and the
Consent Solicitation Documents may be obtained from
Statements herein regarding the proposed transaction among Apollo and Great Wolf, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about future expectations and the intent of any parties about future actions constitute “forward-looking statements” as defined in the federal securities laws. Forward-looking statements may be identified by words such as “believe,” “expects,” “anticipates,” “projects,” “intends,” “should,” “estimates” or similar expressions. Such statements are based upon current beliefs, expectations and assumptions and are subject to significant risks and uncertainties. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements. Apollo and Great Wolf believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to Apollo and Great Wolf or persons acting on Apollo’s or Great Wolf’s behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and Apollo and Great Wolf undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless required by law. Past financial or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results or future period trends.
Additional factors that may affect future results are
contained in Great Wolf’s filings with the
IMPORTANT NOTICE: This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any shares of Great Wolf’s common stock or the First Mortgage Notes nor a solicitation of consents with respect to the proposed amendments to the Indenture. The tender offers and Consent Solicitation described herein will not be made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable state or foreign securities or “blue sky” laws.
The tender offers and Consent Solicitation described herein have not yet been commenced.
On the commencement date of the Equity Tender Offer, an offer
to purchase, a letter of transmittal for shares and related documents
(the “Equity Tender Offer Documents”) will be filed with the
The Change of Control Offer to be made by Apollo’s affiliate will be made solely on the terms and subject to the conditions set forth in the Change of Control Notice and Offer to Purchase to be dated the date of the commencement of the Equity Tender Offer (as may be amended or supplemented from time to time, the “Change of Control Notice”), and the accompanying letter of transmittal for notes (together, the “Change of Control Offer Documents”). The Consent Solicitation to be made by the issuers of the First Mortgage Notes will be made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement to be dated the date of the commencement of the Equity Tender Offer (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”), and the accompanying consent letter (together, the “Consent Solicitation Documents”).
Great Wolf will file a solicitation
recommendation statement with the
Apollo Global Management, LLC
Gary M. Stein, 212-822-0467
Head of Corporate Communications
Patrick Parmentier, CPA, 212-822-0472
Investor Relations Manager
Rubenstein Associates, Inc. for Apollo Global Management, LLC
Charles Zehren, 212-843-8590
Great Wolf Resorts, Inc.
ICR, Inc. for Great Wolf Resorts, Inc.
Brad Cohen, 203-682-8211
ICR, Inc. for Great Wolf Resorts, Inc.
Michael Fox, 203-682-8218