This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, “Schedule TO”) filed by Dakota Merger Sub, Inc., a Delaware corporation (the “Offeror”), Dakota Parent, Inc., a Delaware corporation (“Parent”), and Apollo Management VIII, L.P., a Delaware limited partnership (“Management VIII”) on July 14, 2016. The Offeror is a wholly owned subsidiary of Parent. Parent is controlled by equity funds managed by Management VIII. This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $30.25 per Share, net to the holders thereof, payable in cash (the “Offer Price”), without interest, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2016 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the “Offer”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of June 29, 2016, by and among Diamond Resorts, Parent and the Offeror (the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
This Amendment is being filed to amend and supplement Items to the extent specifically provided herein.
Items 1 through 7, 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
“On August 29, 2016, the Offeror, Diamond Resorts and Parent agreed to further extend the Offer for a period of two (2) business days. The Offer, as previously extended, was scheduled to expire at 5:00 P.M., New York City time, on August 30, 2016. The Expiration Date of the Offer is extended to 5:00 P.M., New York City time on September 1, 2016, unless further extended. The Depositary has advised the Offeror that, as of 5:00 P.M., New York City time, on August 26, 2016, 43,586,915 Shares were tendered pursuant to the Offer, which represented approximately 62.49% of the outstanding Shares. The Offeror, Diamond Resorts and Parent expect that the Offer Closing will occur promptly following the Expiration Date (as extended hereby).
On August 29, 2016, affiliates of certain funds managed by affiliates of Apollo Global Management, LLC issued a press release announcing the extension of the Offer. The full text of the press release is attached as Exhibit (a)(1)(K) to the Schedule TO and is incorporated herein by reference.”
All references in the Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) of the expiration date of the Offer being “12:00 Midnight, New York City time, on August 10, 2016 (one minute after 11:59 P.M., New York City time, on August 10, 2016)”, which were previously amended and replaced with “5:00 P.M., New York City time, on August 30, 2016”, are hereby amended and replaced with “5:00 P.M., New York City time, on September 1, 2016.”
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
