UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 333-172772
Diamond Resorts Corporation
(Exact name of registrant as specified in its charter)
See Schedule A for additional registrants
10600 West Charleston Boulevard
Las Vegas, Nevada 89135
Telephone: (702) 684-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
12% Senior Secured Notes due 2018*
Guarantees of 12% Senior Secured Notes due 2018**
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ¨ | |
| Rule 12g-4(a)(2) | ¨ | |
| Rule 12h-3(b)(1)(i) | ¨ | |
| Rule 12h-3(b)(1)(ii) | ¨ | |
| Rule 15d-6 | x |
Approximate number of holders of record as of the certification or notice date: Less than 300
| * | Diamond Resorts Corporation is the issuer of the 12% Senior Secured Notes due 2018. |
| ** | Each of the additional registrants is a registrant in respect of the Guarantees of the 12% Senior Secured Notes due 2018. |
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.
EXPLANATORY NOTE
Pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the respective obligations of Diamond Resorts Corporation (the “Registrant”) and each of the additional registrants in respect of the Guarantees of the 12% Senior Secured Notes due 2018 (the “Senior Secured Notes”) listed on Schedule A hereto (the “Registrant Guarantors”) to file periodic and other reports under the Exchange Act were automatically suspended on January 1, 2012 as to the 2012 fiscal year because the Senior Secured Notes were held of record by less than 300 persons.
On July 24, 2013, Diamond Resorts International, Inc. (“DRII”) closed the initial public offering (the “IPO”) of an aggregate of 17,825,000 shares of its common stock. In the IPO, DRII sold 16,100,000 shares of common stock, and Cloobeck Diamond Parent, LLC, in its capacity as a selling stockholder, sold 1,725,000 shares of common stock. In connection with the IPO, DRII filed with the Securities and Exchange Commission (the “SEC”) (1) a Registration Statement on Form S-1 (File No. 333-189306), as amended, which was declared effective by the SEC on July 18, 2013 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and (2) a related prospectus pursuant to Rule 424(b) under the Securities Act on July 19, 2013 (the “Final Prospectus”).
Prior to the consummation of the IPO, DRII was a newly-formed Delaware corporation that had not conducted any activities other than those incident to its formation and the preparation of the Registration Statement and the Final Prospectus. DRII was formed for the purpose of changing the organizational structure of Diamond Resorts Parent, LLC (“DRP”) from a limited liability company to a corporation. Immediately prior to the consummation of the IPO, DRP was the parent of the Registrant, the parent guarantor under the Senior Secured Notes, and the sole stockholder of DRII. In connection with, and immediately prior to the completion of the IPO, each member of DRP contributed all of its equity interests in DRP to DRII in return for shares of common stock of DRII. Following this contribution, DRII redeemed the shares of common stock held by DRP and DRP was merged with and into DRII. As a result, DRII is now a holding company, and its principal asset is the direct and indirect ownership of equity interests in its subsidiaries, including the Registrant, which is the operating subsidiary that has historically conducted the business described in the Final Prospectus and is the issuer of the Senior Secured Notes. See “Organizational Structure—Reorganization Transactions” in the Final Prospectus for additional information concerning these reorganization transactions.
Prior to the consummation of the IPO, the Registrant, pursuant to contractual obligations under the indenture governing the Senior Secured Notes (the “Notes Indenture”), continued to file periodic and other reports under the Exchange Act. As a result of the consummation of the IPO, DRII is now required to file with the SEC periodic and other reports under the Exchange Act, and the Registrant will cease filing such Exchange Act reports with the SEC. The financial and other information historically included within the Exchange Act reports filed by the Registrant with the SEC will be disclosed in the Exchange Act reports filed by DRII with the SEC, and the filings by DRII will satisfy the applicable contractual obligations under the Notes Indenture.
SCHEDULE A — REGISTRANT GUARANTORS
Exact name of registrant as specified in its charter (or other organizational document)* |
AKGI-St. Maarten N.V. |
Chestnut Farms, LLC |
Cumberland Gate, LLC |
Diamond Resorts California Collection Development, LLC |
Diamond Resorts Centralized Services Company |
Diamond Resorts Citrus Share Holding, LLC |
Diamond Resorts Coral Sands Development, LLC |
Diamond Resorts Cypress Pointe I Development, LLC |
Diamond Resorts Cypress Pointe II Development, LLC |
Diamond Resorts Cypress Pointe III Development, LLC |
Diamond Resorts Daytona Development, LLC |
Diamond Resorts Developer & Sales Holding Company |
Diamond Resorts Epic Mortgage Holdings, LLC |
Diamond Resorts Fall Creek Development, LLC |
Diamond Resorts Finance Holding Company |
Diamond Resorts Financial Services, Inc. |
Diamond Resorts Grand Beach I Development, LLC |
Diamond Resorts Grand Beach II Development, LLC |
Diamond Resorts Greensprings Development, LLC |
Diamond Resorts Hawaii Collection Development, LLC |
Diamond Resorts Hilton Head Development, LLC |
Diamond Resorts International Club, Inc. |
Diamond Resorts International Marketing, Inc. |
Diamond Resorts Las Vegas Development, LLC |
Diamond Resorts Management and Exchange Holding Company |
Diamond Resorts Management, Inc. |
Diamond Resorts Mortgage Holdings, LLC |
Diamond Resorts Palm Springs Development, LLC |
Diamond Resorts Poco Diablo Development, LLC |
Diamond Resorts Poipu Development, LLC |
Diamond Resorts Polo Development, LLC |
Diamond Resorts Port Royal Development, LLC |
Diamond Resorts Powhatan Development, LLC |
Diamond Resorts Residual Assets Development, LLC |
Diamond Resorts Residual Assets Finance, LLC |
Diamond Resorts Residual Assets M&E, LLC |
Diamond Resorts Ridge on Sedona Development, LLC |
Diamond Resorts Ridge Pointe Development, LLC |
Diamond Resorts San Luis Bay Development, LLC |
Diamond Resorts Santa Fe Development, LLC |
Diamond Resorts Scottsdale Development, LLC |
Diamond Resorts Sedona Springs Development, LLC |
Diamond Resorts Sedona Summit Development, LLC |
Diamond Resorts St. Croix Development, LLC |
Diamond Resorts Steamboat Development, LLC |
Diamond Resorts Tahoe Beach & Ski Development, LLC |
Diamond Resorts U.S. Collection Development, LLC |
Diamond Resorts Villa Mirage Development, LLC |
Diamond Resorts Villas of Sedona Development, LLC |
Diamond Resorts West Maui Development, LLC |
Foster Shores, LLC |
George Acquisition Subsidiary, Inc. |
Ginger Creek, LLC |
Grand Escapes, LLC |
International Timeshares Marketing, LLC |
Lake Tahoe Resort Partners, LLC |
Mazatlan Development, Inc. |
MMG Development Corp. |
Poipu Resort Partners, L.P. |
Resorts Development International, Inc. |
Resort Management International, Inc. |
Walsham Lake, LLC |
West Maui Resort Partners, L.P. |
Diamond Resorts Parent, LLC |
Diamond Resorts Holdings, LLC |
| * | The address, including zip code, and telephone number, including area code, of each Registrant Guarantor’s principal executive office is: 10600 West Charleston Boulevard, Las Vegas, Nevada 89135; Telephone: (702) 684-8000 |
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: August 9, 2013
| DIAMOND RESORTS CORPORATION | ||
| By: | /s/ David F. Palmer | |
| Name: | David F. Palmer | |
| Title: | President and Chief Executive Officer | |
| DIAMOND RESORTS PARENT, LLC | ||
| By: | Diamond Resorts International, Inc., as successor by merger to Diamond Resorts Parent, LLC | |
| By: | /s/ David F. Palmer | |
| Name: | David F. Palmer | |
| Title: | President and Chief Executive Officer | |
| POIPU RESORT PARTNERS, L.P. | ||
| By: | Diamond Resorts Poipu Development, LLC, its general partner | |
| By: | /s/ David F. Palmer | |
| Name: | David F. Palmer | |
| Title: | President and Chief Executive Officer | |
| WEST MAUI RESORT PARTNERS, L.P. | ||
| By: | Diamond Resorts West Maui Development, LLC, its general partner | |
| By: | /s/ David F. Palmer | |
| Name: | David F. Palmer | |
| Title: | President and Chief Executive Officer | |
| Each other Registrant Guarantor listed on Schedule A hereto | ||
| By: | /s/ David F. Palmer | |
| Name: | David F. Palmer | |
| Title: | President and Chief Executive Officer | |
