Great Wolf extends consent solicitation for 10 7/8% notes until Friday

By Susanna Moon

Chicago, April 9 - Great Wolf Resorts, Inc. said it again extended its consent solicitation for the $230 million of 10 7/8% first mortgage notes due 2017 issued by GWR Operating Partnership, LLLP and Great Wolf Finance, Corp.

The consent solicitation will now end at 5 p.m. ET on April 13, pushed back from 5 p.m. ET on April 5. It was originally set to end at 5 p.m. ET on March 23.

The issuers amended the terms of the consent solicitation on April 2.

As previously reported, Apollo Global Management, LLC agreed to acquire Great Wolf for $5 per share, or about $703 million including the assumption of outstanding debt. The merger will count as a change of control under the note indenture.

The company amended the terms of the offer to change the following:

• The definition of change of control so that certain permitted holders, including affiliates of Apollo, are no longer excluded; and

• The definition of change of control to only waive the obligation to make a change-of-control offer under the notes for (a) the transactions contemplated by the merger agreement dated as of March 12 and (b) after that, any direct or indirect changes to the internal organization or management structure of Apollo or Apollo Management Holdings GP, LLC or their related investment funds, alternative investment vehicles and managers.

The company originally said it was soliciting consents from holders of a majority of the notes to waive its obligation to make a change-of-control tender offer under the notes by amending the notes to exclude certain permitted holders, including affiliates of Apollo Global Management LLC, from the definition of change of control and modify some covenants.

Concurrently, K-9 Investors, LP - the owner of Great Wolf's parent company, K-9 Holdings, Inc. - began a tender offer for the notes. It is offering 101% of par plus accrued interest. The tender offer will expire simultaneously with Apollo's tender offer for Great Wolf's outstanding shares, which began March 13 and was expected to end 21 business days later.

If the holders of a majority of the outstanding notes deliver consents, the tender offer for the notes will be terminated and no notes will be purchased. If the offer is not terminated, the solicitation agents have committed to purchase any tendered notes.

The consent solicitation began March 13.

The solicitation agents are Morgan Stanley & Co. LLC (212 761-1057 or 800 624-1808) and UBS Investment Bank (203 719-4210 or 888 719-4210). The information agent is D.F. King & Co., Inc. (212 269-5550 or 800 859-8511).

Great Wolf owns and operates drive-to destination family resorts. It is based in Madison, Wis.

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