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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Diamond Resorts International, Inc. | NYSE:DRII | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 30.22 | 0 | 01:00:00 |
Transaction Valuation*
|
Amount Of Filing Fee**
|
$2,345,673,783.75
|
$236,209.35
|
* |
Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying (a) the offer price of $30.25 per share of common stock, par value $0.01 per share (“
Shares
”), of Diamond Resorts International, Inc., a Delaware corporation (“
Diamond Resorts
”), by (b) 77,542,935 Shares, which is the sum of (1) 69,745,698 Shares issued and outstanding (including 138,000 Shares of restricted stock), (2) 7,688,370 Shares issuable upon the exercise of outstanding options with an exercise price that is less than $30.25, (3) 81,830 Shares issuable pursuant to restricted stock units, and (4) an aggregate of 27,037 Shares subject to deferral. The foregoing share figures have been provided by Diamond Resorts to the Offeror and are as of July 13, 2016, the most recent practicable date.
|
** |
The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory Rate #1 for fiscal year 2016, issued August 27, 2015, is calculated by multiplying the Transaction Valuation by 0.0001007.
|
☒ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid: $236,209.35
|
Filing Party:
Dakota Merger Sub, Inc.
|
|
Form or Registration No.: Schedule TO-T
|
Date Filed: July 14, 2016
|
☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
☒ | third-party tender offer subject to Rule 14d-1. |
☐ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Exhibit No.
|
Description
|
|
(a)(1)(K)
|
Press Release, dated August 29, 2016. |
DAKOTA MERGER SUB, INC.
|
||||
By:
|
|
/s/ Laurie D. Medley
|
||
Name:
|
|
Laurie D. Medley
|
||
Title:
|
|
Vice President
|
||
DAKOTA PARENT, INC.
|
||||
By:
|
|
/s/ Laurie D. Medley
|
||
Name:
|
|
Laurie D. Medley
|
||
Title:
|
|
Vice President
|
||
APOLLO MANAGEMENT VIII, L.P.
|
||||
BY: AIF VIII Management, LLC, its General Partner
|
||||
By:
|
|
/s/ Laurie D. Medley
|
||
Name:
|
|
Laurie D. Medley
|
||
Title:
|
|
Vice President
|
EXHIBIT
NO.
|
|
|
(a)(1)(A)
|
|
Offer to Purchase, dated
July 14,
2016.*
|
(a)(1)(B)
|
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
|
(a)(1)(C)
|
|
Form of Notice of Guaranteed Delivery.*
|
(a)(1)(D)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
(a)(1)(E)
|
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
|
(a)(1)(F)
|
|
Press Release, dated June 29, 2016 (incorporated by reference to Exhibit 99.1 to Diamond Resorts International, Inc.’s Form 8-K, filed on June 29, 2016).*
|
(a)(1)(G)
|
|
Text of Summary Advertisement, as published in The Wall Street Journal on
July 14,
2016.*
|
(a)(1)(H)
|
|
Press Release, dated August 1, 2016 (incorporated by reference to Exhibit 99.1 to Diamond Resorts International, Inc.’s Form 8-K, filed on August 1, 2016).*
|
(a)(1)(I)
|
|
Press Release, dated August 9, 2016.*
|
(a)(1)(J)
|
Press Release, dated August 23, 2016.*
|
|
(a)(1)(K)
|
Press Release, dated August 29, 2016.
|
|
(a)(2)
|
|
Not applicable.
|
(a)(3)
|
|
Not applicable.
|
(a)(4)
|
|
Not applicable.
|
(a)(5)
|
|
Text of press release announcing launch of Tender Offer, dated July 14, 2016.*
|
(b)(1)
|
|
Debt Commitment Letter, dated as of June 29, 2016, among Royal Bank of Canada, Barclays Bank PLC, RBC Capital Markets, LLC, Jefferies Finance LLC and PSP Investments Credit USA LLC.*
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of June 29, 2016, by and among Diamond Resorts, the Offeror and Parent (incorporated by reference to Exhibit 2.1 to Diamond Resorts International, Inc.’s Form 8-K, filed on June 29, 2016).*
|
(d)(2)
|
|
Equity Commitment Letter, dated as of June 29, 2016, pursuant to which certain equity funds managed by Management VIII have committed cash as capital to Parent.*
|
(d)(3)
|
|
Limited Guarantee, dated as of June 29, 2016, delivered by certain equity funds managed by Management VIII in favor of Diamond Resorts.*
|
(d)(4)
|
|
Confidentiality Agreement, dated as of March 21, 2016, between Management VIII and Diamond Resorts.*
|
(g)
|
|
Not applicable.
|
(h)
|
|
Not applicable.
|
*
|
previously filed
|
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