SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Great Wolf Resorts, Inc. |
(Name of Issuer)
| Common Stock, par value $0.01 per share |
(Title of Class of Securities)
| 391523107 |
(CUSIP Number)
| Philip M. Garthe HG Vora Capital Management, LLC 870 Seventh Avenue, Second Floor New York, NY 10019 (212) 707-4300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| April 6, 2012 |
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No.: 391523107 |
| (1) |
Name of reporting person:
HG Vora Special Opportunities Master Fund, Ltd. | |||||
| (2) | Check the appropriate box if a member of a group
(a) x
(b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds:
WC | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization:
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power:
4,125,000 | ||||
| (8) | Shared voting power:
4,125,000 | |||||
| (9) | Sole dispositive power:
4,125,000 | |||||
| (10) | Shared dispositive power:
4,125,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
4,125,000 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11):
12.34% | |||||
| (14) |
Type of reporting person:
OO (Cayman Islands exempted company) | |||||
| CUSIP No.: 391523107 |
| (1) |
Name of reporting person:
HG Vora Capital Management, LLC | |||||
| (2) | Check the appropriate box if a member of a group
(a) x
(b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds:
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power:
4,125,000 | ||||
| (8) | Shared voting power:
4,125,000 | |||||
| (9) | Sole dispositive power:
4,125,000 | |||||
| (10) | Shared dispositive power:
4,125,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
4,125,000 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11):
12.34% | |||||
| (14) |
Type of reporting person:
PN | |||||
| CUSIP No.: 391523107 |
| (1) |
Name of reporting person:
Parag Vora | |||||
| (2) | Check the appropriate box if a member of a group
(a) x
(b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds:
AF | |||||
| (5) | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
| |||||
| (6) | Citizenship or place of organization:
USA | |||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power:
4,125,000 | ||||
| (8) | Shared voting power:
4,125,000 | |||||
| (9) | Sole dispositive power:
4,125,000 | |||||
| (10) | Shared dispositive power:
4,125,000 | |||||
| (11) |
Aggregate amount beneficially owned by each reporting person:
4,125,000 | |||||
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| (13) |
Percent of class represented by amount in Row (11):
12.34% | |||||
| (14) |
Type of reporting person:
IN | |||||
This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on March 15, 2012 (the “Previous Schedule 13D”) and is being filed by the Reporting Persons with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Great Wolf Resorts, Inc., a Delaware corporation (the “Issuer”). Defined terms used but not defined herein shall have the respective meanings given to such terms in the Previous Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Fund has acquired beneficial ownership of an aggregate of 4,125,000 shares of Common Stock for $14,043,223 (inclusive of commissions) using either working capital from the Fund or the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and restated as follows:
The Reporting Persons have acquired the Issuer’s Common Stock for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.
In pursuing such investment purposes, in accordance with all applicable laws, rules and regulations, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Common Stock, changes in the Issuer’s operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors.
On April 6, 2012, the Reporting Persons delivered a letter to the Board of Directors of the Issuer. The letter is attached as an Exhibit to this Amendment and is incorporated herein in its entirety.
The Reporting Persons reserve the right to acquire additional Common Stock or dispose of all the Common Stock beneficially owned by them, in the public market or privately negotiated transactions and in accordance with all applicable laws, rules and regulations. Except as set forth above, the Reporting Persons currently have no plan or proposals with respect to any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
(a) and (b). Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each of the Reporting Persons.
| 1. | Fund – 4,125,000 shares of Common Stock, which represents 12.34% of the Issuer’s outstanding Common Stock. |
| 2. | Manager – 4,125,000 shares of Common Stock, which represents 12.34% of the Issuer’s outstanding Common Stock. |
| 3. | Parag Vora – 4,125,000 shares of Common Stock, which represents 12.34% of the Issuer’s outstanding Common Stock. |
All percentages set forth in this Schedule 13D are based upon the Issuer’s reported 33,429,289 outstanding shares of Common Stock as reported in the Issuer’s Schedule 14D-9 filed with the Securities and Exchange Commission on March 13, 2012.
(c). The following describes the Reporting Persons’ purchase and sale activity in shares of Common Stock in the open market since the filing of the Previous Schedule 13D:
HG Vora Special Opportunities Master Fund, LTD
Trailing WOLF Trading History since Previous Schedule 13D
| Trade Date | Shares Purchased /(Sold) |
Avg. Price of Shares Purchased or Sold |
||||||
| 4/4/12 |
125,000 | $ | 5.6411 | |||||
(d) and (e). Not applicable.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is amended by adding at the end thereof:
(2) Letter to the Board of Directors of Great Wolf Resorts, Inc., dated April 6, 2012.
SIGNATURE
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.
April 6, 2012
| HG VORA SPECIAL OPPORTUNITIES MASTER FUND, LTD. | ||||||
| By: | /s/ Parag Vora | |||||
| Name: | Parag Vora | |||||
| Title: | Director | |||||
| HG VORA CAPITAL MANAGEMENT, LLC | ||||||
| By: | /s/ Parag Vora | |||||
| Name: | Parag Vora | |||||
| Title: | Managing Member | |||||
| By: | /s/ Parag Vora | |||||
| Name: | Parag Vora | |||||
Exhibit 2
April 6, 2012
Board of Directors of Great Wolf Resorts, Inc.
525 Junction Road
Suite 6000 South
Madison, Wisconsin 53717
We are a value oriented investment firm with specific expertise in hospitality and leisure, among other sectors, and based on recent public filings we believe we are the largest shareholder of the Company, holding approximately 12.3% of the Company’s shares. We have carefully analyzed Great Wolf’s assets, liabilities, free cash flow profile, opportunities for growth and prospective valuation across a range of scenarios and have expressed our view to the Company and its advisors that the current Apollo offer of $5 per share is inadequate. We have yet to receive a satisfactory explanation from the Company for why it found the Apollo offer compelling and we are concerned that the Company may have a materially different view on a wide range of issues, including corporate valuation, recapitalization opportunities and the potential appeal of a hotel business that is well positioned to distribute large, recurring future dividends once the capital structure is optimized. To date it seems that the market shares our sentiment despite the various “deal protections” put in place in connection with the Apollo transaction. The unsolicited offer recently announced by KSL Capital Partners to acquire the Company at $6.25 per share provides further validation of our analysis and is a step in the right direction.
KSL is a credible and well regarded private equity firm and its offer seems to fit within the “Superior Proposal” provisions of the “no-shop” restrictions in the Apollo merger agreement (i.e., it is or could certainly lead to a “Superior Proposal” within the meaning of those provisions). We note that Great Wolf’s press release relating to the KSL bid makes reference to certain debt waiver conditions and the Company has in the past supported its decision to sell to Apollo based on Apollo’s ability to provide committed financing. We believe this distinction means little given the Company’s attractive capital structure and the de minimis risk of bondholders exercising change of control puts at 101% of par rather than selling their bonds into the market at current prices of approximately 110%. We believe the Board should immediately provide diligence and management access to KSL and any other bidder that comes forward with a bid that might become a Superior Proposal.
We hope the Board is not pre-disposed to the current Apollo transaction versus more accretive alternatives and will reconsider its recommendation to shareholders in accordance with its fiduciary duties. Further, we believe the poison pill, adopted without shareholder approval, inhibits a fair and open bidding process for the Company and acts as a deterrent to existing or future shareholders who have a longer term orientation from increasing their ownership stakes. We urge the Board to take all action necessary to terminate the pill as soon as possible.
We are available to speak with the Board about potential sale transactions as well as consider any standalone alternatives that may provide greater value. We remain committed to seeing the Company maximize its value for all of its shareholders.
Very truly yours,
Parag Vora