0001399010-11-000104.txt : 20111115 0001399010-11-000104.hdr.sgml : 20111115 20111114192631 ACCESSION NUMBER: 0001399010-11-000104 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111115 DATE AS OF CHANGE: 20111114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Red Lion Hotels CORP CENTRAL INDEX KEY: 0001052595 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 911032187 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55145 FILM NUMBER: 111205206 BUSINESS ADDRESS: STREET 1: 201 W NORTH RIVER DRIVE STREET 2: SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 5094596100 MAIL ADDRESS: STREET 1: 201 W NORTH RIVER DRIVE STREET 2: SUITE 100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: WESTCOAST HOSPITALITY CORP DATE OF NAME CHANGE: 20000214 FORMER COMPANY: FORMER CONFORMED NAME: CAVANAUGHS HOSPITALITY CORP DATE OF NAME CHANGE: 19980108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Columbia Pacific Opportunity Fund, L.P. CENTRAL INDEX KEY: 0001399010 IRS NUMBER: 208451143 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1910 FAIRVIEW AVENUE EAST STREET 2: STE 500 CITY: Seattle STATE: WA ZIP: 98102-3698 BUSINESS PHONE: (206) 453-0291 MAIL ADDRESS: STREET 1: 1910 FAIRVIEW AVENUE EAST STREET 2: STE 500 CITY: Seattle STATE: WA ZIP: 98102-3698 FORMER COMPANY: FORMER CONFORMED NAME: Columbia Pacific Opportunity Fund LP DATE OF NAME CHANGE: 20070509 SC 13D/A 1 rlh13dfiling20111114.txt AMENDMENT NO. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Red Lion Hotels Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 756764106 (CUSIP Number) Alexander B. Washburn c/o Columbia Pacific Advisors, LLC 1910 Fairview Avenue East, Suite 500 Seattle, Washington 98102 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 2011 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 2 of 10 1. Names of Reporting Persons Columbia Pacific Opportunity Fund, L.P. (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Washington 7. Sole Voting Power 5,396,911 shares of Common Stock (2) NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 0 shares of Common Stock OWNED BY EACH REPORTING PERSON 9. Sole Dispositive Power WITH 5,396,911 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,396,911 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 28.24% (3) 14. Type of Reporting Person PN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 5,396,911 shares of Common Stock to which this Schedule 13D relates. (3) Based on 19,113,698 shares of common stock outstanding as of October 27, 2011, as reported on the Company's Form 10-Q for the period ended September 30, 2011; filed on November 8, 2011. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 3 of 10 1. Names of Reporting Persons Columbia Pacific Advisors, LLC (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Washington 7. Sole Voting Power 5,396,911 shares of Common Stock (2) NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 0 shares of Common Stock OWNED BY EACH REPORTING PERSON 9. Sole Dispositive Power WITH 5,396,911 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,396,911 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 28.24% (3) 14. Type of Reporting Person IA (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 5,396,911 shares of Common Stock to which this Schedule 13D relates. (3) Based on 19,113,698 shares of common stock outstanding as of October 27, 2011, as reported on the Company's Form 10-Q for the period ended September 30, 2011; filed on November 8, 2011. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 4 of 10 1. Names of Reporting Persons Alexander B. Washburn (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America 7. Sole Voting Power 5,396,911 shares of Common Stock (2) NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 0 shares of Common Stock OWNED BY EACH REPORTING PERSON 9. Sole Dispositive Power WITH 5,396,911 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,396,911 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 28.24% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 5,396,911 shares of Common Stock to which this Schedule 13D relates. (3) Based on 19,113,698 shares of common stock outstanding as of October 27, 2011, as reported on the Company's Form 10-Q for the period ended September 30, 2011; filed on November 8, 2011. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 5 of 10 1. Names of Reporting Persons Daniel R. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America 7. Sole Voting Power 5,396,911 shares of Common Stock (2) NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 0 shares of Common Stock OWNED BY EACH REPORTING PERSON 9. Sole Dispositive Power WITH 5,396,911 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,396,911 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 28.24% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 5,396,911 shares of Common Stock to which this Schedule 13D relates. (3) Based on 19,113,698 shares of common stock outstanding as of October 27, 2011, as reported on the Company's Form 10-Q for the period ended September 30, 2011; filed on November 8, 2011. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 6 of 10 1. Names of Reporting Persons Stanley L. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America 7. Sole Voting Power 5,396,911 shares of Common Stock (2) NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 0 shares of Common Stock OWNED BY EACH REPORTING PERSON 9. Sole Dispositive Power WITH 5,396,911 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,396,911 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 28.24% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 5,396,911 shares of Common Stock to which this Schedule 13D relates. (3) Based on 19,113,698 shares of common stock outstanding as of October 27, 2011, as reported on the Company's Form 10-Q for the period ended September 30, 2011; filed on November 8, 2011. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 7 of 10 1. Names of Reporting Persons Brandon D. Baty (1) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States of America 7. Sole Voting Power 5,396,911 shares of Common Stock (2) NUMBER OF SHARES 8. Shared Voting Power BENEFICIALLY 0 shares of Common Stock OWNED BY EACH REPORTING PERSON 9. Sole Dispositive Power WITH 5,396,911 shares of Common Stock (2) 10. Shared Dispositive Power 0 shares of Common Stock 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,396,911 shares of Common Stock 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 28.24% (3) 14. Type of Reporting Person IN (1) The filing of this joint Schedule 13D shall not be construed as an admission that any of the reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. (2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 5,396,911 shares of Common Stock to which this Schedule 13D relates. (3) Based on 19,113,698 shares of common stock outstanding as of October 27, 2011, as reported on the Company's Form 10-Q for the period ended September 30, 2011; filed on November 8, 2011. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 8 of 10 EXPLANATORY NOTE This Amendment No. 12 amends the Schedule 13D filed jointly by Columbia Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"), Columbia Pacific Advisors LLC, a Washington limited liability company (the "Adviser"), Alexander B. Washburn, a U.S. citizen, Daniel R. Baty, a U.S. citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen (each a "Reporting Person" and collectively the "Reporting Persons") with the Securities and Exchange Commission on June 27, 2008, as amended on February 11, 2009, September 1, 2009, June 16, 2010, July 21, 2010, October 18, 2010, December 1, 2010, January 20, 2011, May 10, 2011, July 7, 2011, August 29, 2011 and November 14, 2011 with respect to the common stock, par value $0.01 per share (the "Common Stock") of Red Lion Hotels Corporation (the "Company"). Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the managing members of the Adviser, which is primarily responsible for all investment decisions regarding the Fund's investment portfolio. The shares of Common Stock reported herein are held in the portfolio of the Fund. Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a "group" for any purpose and the Reporting Persons expressly disclaim membership in a group. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4. Purpose of Transaction Columbia Pacific applauds management for successfully selling fully valued real estate, reducing debt, and reallocating capital to recently acquire the iStar lease portfolio. With the hotel portfolio and balance sheet in a stable position, Columbia Pacific now believes it is time to engage an advisor to run a full process to sell or liquidate the entire company. Columbia Pacific intends to be part of this process as a potential acquirer. Item 5. Interest in Securities of the Issuer The responses set forth in Items 5(a) and 5(c) of the Schedule 13D are hereby replaced in its entirety by the following: (a) As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 5,396,911 shares of Common Stock, which constitutes 28.24% of the total number shares of Common Stock outstanding as of October 27, 2011, as reported in the Company's Form 10-Q for the period ended September 30, 2011; filed on November 8, 2011. (c) The trading dates, number of shares purchased and sold and price per share for all transactions in the shares of Common Stock during the past 60 days by the Reporting Persons on behalf of the Fund were all effected in unsolicited broker transactions on the New York Stock Exchange as set forth in Exhibit A. Item 7. Material to Be Filed as Exhibits Exhibit A: Schedule of Transactions in the shares of Common Stock by the Fund during the past 60 days. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 9 of 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 14, 2011 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1) /s/ Alexander B. Washburn By: Alexander B. Washburn Title: Managing Member of Columbia Pacific Advisors, LLC, its general partner Dated: November 14, 2011 COLUMBIA PACIFIC ADVISORS, LLC (1) /s/ Alexander B. Washburn By: Alexander B. Washburn Title: Managing Member Dated: November 14, 2011 /s/ Alexander B. Washburn Alexander B. Washburn (1) Dated: November 14, 2011 /s/ Daniel R. Baty Daniel R. Baty (1) Dated: November 14, 2011 /s/ Stanley L. Baty Stanley L. Baty (1) Dated: November 14, 2011 /s/ Brandon D. Baty Brandon D. Baty (1) ________________ (1) This Amendment is being filed jointly by the Fund, the Adviser, Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty pursuant to the Joint Filing Agreement dated August 6, 2009 and included with the signature page to the Fund's Schedule 13D with respect to the Company filed on September 1, 2009 and incorporated by reference herein. -------------------------------------------------------------------------------- Cusip No. 756764106 Schedule 13-D Page 10 of 10 Exhibit A TRANSACTIONS IN THE SHARES BY THE FUND DURING THE PAST 60 DAYS Date of Number of Shares Approximate Transaction Purchased Price per Share 09/16/2011 4,300 $6.98 09/19/2011 4,082 $6.85 09/20/2011 8,865 $6.80 09/21/2011 9,500 $6.73 09/22/2011 12,700 $6.44 09/23/2011 3,600 $6.42 09/26/2011 5,194 $6.51 09/27/2011 4,100 $6.73 09/28/2011 10,659 $6.60 09/29/2011 7,300 $6.66 09/30/2011 10,523 $6.71 10/03/2011 9,400 $6.48 10/04/2011 748 $6.57 10/05/2011 7,000 $7.01 10/06/2011 4,600 $6.98 10/07/2011 15,197 $6.92 10/10/2011 5,200 $6.98 10/11/2011 2,600 $6.97 10/12/2011 5,200 $6.96 10/13/2011 3,400 $6.86 10/14/2011 7,100 $6.93 10/17/2011 5,900 $6.69 10/18/2011 1,627 $6.82 10/19/2011 5,255 $6.75 10/20/2011 742 $6.80 10/21/2011 9,700 $6.87 10/24/2011 2,253 $6.95 10/25/2011 3,396 $6.74 10/26/2011 3,500 $6.81 10/27/2011 5,701 $7.00 10/28/2011 2,200 $7.10 10/31/2011 3,700 $7.01 11/01/2011 5,700 $6.80 11/02/2011 1,100 $6.98 11/03/2011 1,400 $7.10 11/04/2011 5,300 $7.20 11/07/2011 5,000 $7.06 11/08/2011 2,900 $6.97 11/09/2011 6,353 $6.78 11/10/2011 10,700 $6.80 11/11/2011 10,600 $6.64 11/14/2011 3,500 $6.58