This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed by Cap 1 LLC, a Delaware limited liability company ("Cap 1"), Richard S. Sackler, M.D. ("Dr. Sackler"), and the Richard and Beth Sackler Foundation, Inc. (the "Foundation") (collectively, the "Reporting Persons" and each, a "Reporting Person"), to amend the Schedule 13D (the "Schedule 13D") originally filed by the Reporting Persons on September 21, 2016, with respect to the beneficial ownership of common stock, $0.01 par value per share (the "Common Stock"), of Peak Resorts, Inc. (the "Company" or the "Issuer"), a corporation organized under the laws of the State of Missouri. The address of the principal executive offices of the Company is 17409 Hidden Valley Drive, Wildwood, Missouri 63025.
In accordance with Rule 13d-2 of the Act, this Amendment No. 1 amends and supplements, as set forth below, only information in the Schedule 13D that has materially changed since the September 21, 2016 filing of the Schedule 13D. All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D.
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
On November 2, 2016, Cap 1 acquired from the Issuer 20,000 shares of Preferred Stock (initially convertible into 3,179,650 Shares) and three Warrants (exercisable for an aggregate of 2,719,018 Shares, subject to adjustment) for an aggregate purchase price of $20,000,000. Cap 1 funded such purchases of Preferred Stock and Warrants out of its available cash on hand.
Item 4.
|
Purpose of Transaction
.
|
The transactions contemplated by the SPA (as described in the Schedule 13D filed on September 21, 2016) closed on November 2, 2016 (the consummation of such transaction, the "Closing", and the date of such Closing, the "Closing Date"). On the Closing Date, Cap 1 acquired from the Issuer 20,000 shares of Preferred Stock (initially convertible into 3,179,650 Shares) and three Warrants (exercisable for an aggregate of 2,719,018 Shares, subject to adjustments), which are attached hereto as Exhibits F, G and H. Cap 1 acquired such shares and Warrants for investment purposes.
In connection with the SPA:
·
|
On the Closing Date, Cap 1 and the Issuer entered into the Waiver and Amendment of Securities Purchase Agreement (the "Waiver"), which is attached hereto as Exhibit I, regarding the acceptance by Cap 1 of the terms of the Modification of Master Credit Agreements dated effective as of October 24, 2016;
|
·
|
On the Closing Date, Cap 1 and the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement"), which is attached hereto as Exhibit J, regarding, among other things, the rights of certain shareholders to demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing; and
|
·
|
On the Closing Date, Cap 1, the Issuer, Timothy D. Boyd, Stephen J. Mueller and Richard K. Deutsch entered into a Stockholders' Agreement (the "Stockholders Agreement"), which is attached hereto as Exhibit K, regarding among other things, the right of Cap 1 to nominate a director to sit on the Issuer's Board of Directors, the rights of the parties to dispose of the Issuer's securities and certain pre-emptive rights with respect to future issuances of the Issuer's securities.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
.
|
The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference in this Item 6.
As discussed in Item 4 above, in connection with the Closing, the Issuer has issued the Warrants to Cap 1 and the respective parties thereto have executed the Waiver, Registration Rights Agreement and the Stockholders Agreement, which terms and conditions have become effective as of the Closing Date. The descriptions of the Warrants, the Waiver, the Registration Rights Agreement and the Stockholders Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to each such agreement, which is filed as an exhibit hereto and incorporated by reference herein.
Item 7.
|
Material to be Filed as Exhibits
.
|
|
Exhibit F.
|
Warrant No. 1 issued to Cap 1 LLC, dated as of November 2, 2016.
*
|
|
Exhibit G.
|
Warrant No. 2 issued to Cap 1 LLC, dated as of November 2, 2016.
*
|
|
Exhibit H.
|
Warrant No. 3 issued to Cap 1 LLC, dated as of November 2, 2016.
*
|
|
Exhibit I.
|
Waiver and Amendment of Securities Purchase Agreement, dated as of November 2, 2016, by and between Peak Resorts, Inc. and Cap 1 LLC.
*
|
|
Exhibit J.
|
Registration Rights Agreement, dated as of November 2, 2016, between Peak Resorts, Inc. and Cap 1 LLC.
*
|
|
Exhibit K.
|
Stockholders' Agreement, dated as of November 2, 2016, among Peak Resorts, Inc., Timothy D. Boyd, Stephen J. Mueller, Richard K. Deutsch and Cap 1 LLC.
*
|
*
Incorporated by reference from the Issuer's Form 8-K filed with the SEC on November 8, 2016.
Page 7 of 8