Great Wolf Resorts, Inc.
525 Junction Road, Suite 6000 South
Madison, WI 53717
August 30, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549-7010
Great Wolf Resorts, Inc.
Registration Statement on Form S-3 (File No. 333-175930)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the
effective date of the above-captioned Registration Statement on Form S-3 (the Registration
Statement) relating to the registration of up to $200,000,000 aggregate initial offering price
of common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase
contracts and units of Great Wolf Resorts, Inc. (the Company) be accelerated to September
1, 2011 at 2:00 p.m. E.D.T. or as soon thereafter as may be practicable.
The Company hereby acknowledges that:
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should the Securities and Exchange Commission (the Commission) or
the Staff of the Commission (the Staff), acting pursuant to
delegated authority, declare the filings effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statements; |
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the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filings effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and |
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the Company may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States. |
We understand that the Staff will consider this request as confirmation by the Company of its
awareness of its responsibilities under the federal securities laws as they relate to the issuance
of the securities covered by the Registration Statement. If you have any questions regarding the
foregoing, please contact the undersigned at (608) 662-4700.
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Very truly yours,
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By: |
/s/ James A. Calder
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James A. Calder |
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Chief Financial Officer and
Corporate Secretary |
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