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Great Wolf Resorts, Inc. (NASDAQ: WOLF) (“
Great Wolf”) and an affiliate of Apollo Global Management, LLC (NYSE: APO) (“
Apollo”) announced today that, pursuant to Great Wolf’s previously announced solicitation of consents (the “
Consent Solicitation”) by its wholly-owned subsidiaries GWR Operating Partnership, L.L.L.P. and Great Wolf Finance Corp. (together, the “
Issuers”), to holders of the outstanding 10.875% First Mortgage Notes due 2017 (the “
Notes”), the Issuers have received the requisite consents from holders of at least a majority of the aggregate principal amount of all outstanding Notes to waive the obligation to make a “Change of Control Offer” under the indenture relating to the Notes (the “
Indenture”) with respect to, among other things, the previously announced transactions contemplated by the merger agreement dated as of March 12, 2012 and the amendments thereto (the “
Proposed COC Amendment”). The Consent Solicitation expired at 5:00 p.m., New York City time, on Friday, April 27, 2012 (the “
Accordingly, the Issuers expect to enter into a supplemental indenture with respect to the Indenture reflecting the Proposed COC Amendment on April 30, 2012 (the “
Supplemental Indenture”), which will bind all holders of the Notes. Pursuant to the terms of the Supplemental Indenture, it will become effective immediately upon execution, but the Proposed COC Amendment will not become operative until the Issuers pay to the holders who delivered valid and unrevoked consents to the Proposed COC Amendment on or prior to the Expiration Time the consent payment equal to $2.50 per $1,000 principal amount of Notes (the “
COC Consent Fee”). However, the Issuers’ obligation to pay the COC Consent Fee is conditioned upon the completion, on or prior to July 10, 2012, of the equity tender offer (the “
Equity Tender Offer”), commenced March 13, 2012, pursuant to which an affiliate of Apollo offered to purchase all outstanding shares of Great Wolf common stock (the “
Transaction Condition”). The Issuers intend to pay the COC Consent Fee to D.F. King & Co., Inc., as agent for consenting holders of Notes, promptly following the consummation of the Equity Tender Offer. The requirement to make the consent payment and the operativeness of the Supplemental Indenture remain subject to the Transaction Condition and the other conditions described in the Consent Solicitation Statement dated March 13, 2012 (as may be amended or supplemented from time to time) and the accompanying Consent Letter.
K-9 Investors, L.P., an affiliate of Apollo, also announced today that, because the Issuers received the required consents to the Proposed COC Amendments in the Consent Solicitation, K-9 Investors, L.P. is terminating its previously commenced change of control offer (the “
Change of Control Offer”) with respect to the Notes as of the effectiveness of the Supplemental Indenture, in accordance with the terms and conditions set forth in the Change of Control Notice and Offer to Purchase dated March 13, 2012. As a result of this termination, no Notes will be required to be purchased pursuant to the Change of Control Offer and any Notes previously tendered pursuant to the Change of Control Offer will be returned promptly to the tendering holders.
Any inquiries regarding the Consent Solicitation or the Change of Control Offer may be directed to D.F. King & Co., Inc., the information, tabulation and paying agent for the Consent Solicitation and the tender agent for the Change of Control Offer, at (212) 269-5550 (collect) or (800) 714-3313 (toll free), and any inquiries regarding the Consent Solicitation may be directed to the Joint Solicitation Agents for the Consent Solicitation, Morgan Stanley & Co. LLC, at (212) 761-1057 (collect) or (800) 624-1808 (toll free) and UBS Investment Bank, at (203) 719-4210 (collect) or (888) 719-4210 (toll free).