Great Wolf gets OK to kill change-of-control offer for 10 7/8% notes

By Susanna Moon

Chicago, April 30 - Great Wolf Resorts, Inc. said it received the needed consents to amend the $230 million of 10 7/8% first mortgage notes due 2017 issued by GWR Operating Partnership, LLLP and Great Wolf Finance, Corp.

The issuers received consents from holders of a majority of outstanding notes to waive the obligation to make a change-of-control offer under the notes by the solicitation deadline at 5 p.m. ET on April 27, according to a press release by Great Wolf Resorts, Inc. and an affiliate of Apollo Global Management, LLC.

As previously reported, Apollo 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 companies will execute a supplemental indenture amending the notes, which will become operative on settlement of the tendered notes.

Holders who delivered their consents will receive a payment of $2.50 per $1,000 principal amount.

The consent payment is conditioned on completing by July 10 the tender offer for Great Wolf shares by an affiliate of Apollo.

As a result of the successful consent bid, K-9 Investors, LP, an affiliate of Apollo, also terminated its change-of-control offer for the notes. The company was tendering for the notes at 101% of par plus accrued interest. The tender offer was to expire simultaneously with Apollo's tender offer for Great Wolf's outstanding shares, which began March 13.

Offer background

The consent solicitation also began on March 13 and was extended a few times. It was originally set to end at 5 p.m. ET on March 23.

The issuers also amended the terms of the consent solicitation, most recently saying they were no longer seeking to delete clause (5) from the definition of change of control. The offer terms were previously amended on April 2.

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.

The company amended the terms of the offer on April 2 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 solicitation agents were 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 was 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.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.