Diamond Resorts International, Inc. Enters into Definitive Merger Agreement to Be Acquired by Affiliates of Certain Funds Managed by Affiliates of Apollo Global Management for $30.25 Per Share in Cash
LAS VEGAS–(BUSINESS WIRE)–Diamond Resorts International, Inc. (“Diamond Resorts” or the “Company”) (NYSE: DRII) today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with affiliates of certain funds (the “Apollo Funds”) managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) (NYSE: APO), pursuant to which the Apollo Funds will acquire Diamond Resorts for $30.25 per share or approximately $2.2 billion.
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The all-cash offer represents a premium of approximately 26% over Diamond Resorts’ closing share price on June 28, 2016, and a premium of approximately 58% over the closing share price on February 24, 2016, the day of Diamond Resorts’ announcement that it was exploring strategic alternatives.
Mr. David Palmer, Chief Executive Officer of Diamond Resorts, said, “We have built a solid business focused on operational excellence, hospitality, and customer satisfaction, the result of which has been stellar financial results and strong cash generation. This transaction is an excellent outcome for our shareholders. Apollo values the culture of hospitality and customer service that is the legacy of our Founder and Chairman Stephen J. Cloobeck and instilled in our organization. We are confident that Diamond Resorts will continue to be a vibrant company for our employees, partners and customers, and I am excited about the future of Diamond Resorts.”
The transaction will be completed through an all-cash tender offer. The Company’s Board of Directors, acting upon the recommendation of its Strategic Review Committee (the “Strategic Review Committee”), approved and adopted the Merger Agreement and recommends that the Company’s shareholders tender their shares in the offer pursuant to the Merger Agreement.
“We are tremendously excited about the opportunity for our funds to acquire Diamond Resorts,” said David Sambur, Partner at Apollo. “Stephen, David, the management team, and Diamond’s more than 8,000 team members have built an amazing customer-centric business with a great reputation that delivers award winning hospitality experiences at great value. We look forward to bringing Apollo’s resources to bear and working with the Diamond Resorts team to continue to grow and enhance their business.”
The transaction is conditioned upon satisfaction of the minimum tender condition which requires that shares representing more than 50 percent of the Company’s common shares be tendered and the receipt of certain regulatory approvals and other customary closing conditions.
There is no financing condition to completion of the tender offer and the merger. Financing is being provided by Barclays, Royal Bank of Canada, and Jefferies. PSP Investments Credit USA LLC is also providing debt financing commitments.
The transaction is currently expected to close over the next few months. If completed, the transaction will result in the Company becoming a privately held company, and Diamond Resorts’ common shares will no longer be listed on any public market.
Centerview Partners is serving as exclusive financial advisor to the Strategic Review Committee. Gibson, Dunn & Crutcher LLP is serving as legal advisor to the Strategic Review Committee. DLA Piper LLP served as special counsel and Katten Muchin Rosenman LLP served as antitrust counsel to the Company. Barclays and RBC Capital Markets, LLC are acting as M&A advisors to Apollo and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Apollo.
Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. Apollo had assets under management of approximately $173 billion as of March 31, 2016 in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, visit www.agm.com.