UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 28, 2015
Diamond Resorts International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-35967 | | 46-1750895 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| | 10600 West Charleston Boulevard Las Vegas, Nevada | | 89135 |
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Registrant’s telephone number, including area code: 702-684-8000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On July 28, 2015, Diamond Resorts International, Inc. (the “Company”) and its indirect wholly-owned subsidiary, Diamond Resorts Kona Development, LLC (“Buyer”), entered into an Agreement for the Purchase and Sale of Property (the “Agreement”) with Hawaii Funding LLC (“Seller”), an affiliate of Och-Ziff Real Estate. The Agreement relates to the development by Seller of a new resort to be managed by the Company, which is expected to consist of 144 units (the “Units”), on property located in Kona, Hawaii to be acquired by Seller. Pursuant to the Agreement, Buyer has agreed to purchase, subject to the satisfaction of specified conditions, all of the Units at a price per Unit equal to approximately $630,000, subject to adjustment as specified in the Agreement.
Seller’s delivery of Units to Buyer, which is expected to begin in the first quarter of 2017 and continue through mid-2018, is subject to various conditions precedent and rights of the parties. The Agreement is also subject to various termination rights of the respective parties. Pursuant to the Purchase Agreement, Seller has the right to offer the development for sale to third parties not primarily engaged in the vacation ownership business, subject to a right of first refusal of Buyer.
Buyer and Seller have also agreed to enter into a license agreement in connection with the first closing of Units under the Agreement, pursuant to which Buyer will have the exclusive right to market and sell vacation ownership interests at the resort and an exclusive license to the front desk and various common elements at the resort. Certain additional amounts are payable by Buyer to Seller in connection with their entry into the Agreement and the license agreement.
On July 29, 2015, the Company issued a press release announcing the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 28, 2015, B. Scott Minerd resigned as a member of the Company’s Board of Directors. Mr. Minerd’s resignation did not involve a disagreement on any matter relating to the Company’s operations, policies, or practices. On July 29, 2015, the Company issued a press release announcing the resignation of Mr. Minerd. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
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99.1 | | Press Release dated July 29, 2015, announcing new Hawaii development. |
99.2 | | Press Release dated July 29, 2015, announcing Board change. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | Diamond Resorts International, Inc. |
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August 3, 2015 | | | | By: | | /s/ Jared T. Finkelstein |
| | | | Name: | | Jared T. Finkelstein |
| | | | Title: | | Senior Vice President-General Counsel and Secretary |
Exhibit Index
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Exhibit No. | | Description |
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99.1 | | Press Release dated July 29, 2015, announcing new Hawaii development. |
99.2 | | Press Release dated July 29, 2015, announcing Board change. |
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DIAMOND RESORTS ANNOUNCES NEW HAWAII DEVELOPMENT
144 Unit Resort in Kona to be Built by Och-Ziff Real Estate; Supports Significant Additional Inventory upon Completion
Las Vegas, NV. - July 29, 2015 - Diamond Resorts International, Inc. (NYSE: DRII) announced today that it has entered into an agreement with an affiliate of Och-Ziff Real Estate for the development of a new resort in Kona, Hawaii. The resort will be developed consistent with Diamond’s approach to sourcing inventory in a capital-light, cost efficient manner. The resort is expected to offer 144 units.
Commencement and delivery of the project is subject to certain conditions precedent and rights of Och-Ziff Real Estate including completion of due diligence, completion of design and site plans, and obtaining required permits. Subject to such conditions being satisfied, the units will be delivered on a phased schedule, with the first units expected to be delivered in the first quarter of 2017.
David Palmer, President and CEO of Diamond stated, “We are thrilled to be working with Och-Ziff Real Estate to bring into our Hawaii Collection a fantastic new resort. We are consistently looking for opportunities to complement our inventory recapture program through structures that add inventory in an efficient manner. We anticipate that this resort, when completed, will provide us with inventory to support over $400 million of total VOI sales, with attractive potential returns on investment. Importantly, we will be able to further capitalize on our recently-opened Kona sales center when the resort is completed.”
Steven Orbuch, President of Och-Ziff Real Estate, stated, “We are excited about the opportunity to work with Diamond on this innovative transaction and look forward to developing a long-term relationship that helps grow Diamond’s inventory in this manner.”
About Diamond Resorts International®
Diamond Resorts International® (NYSE: DRII), with its network of more than 330 vacation destinations located in 34 countries throughout the continental United States, Hawaii, Canada, Mexico, the Caribbean, South America, Central America, Europe, Asia, Australasia and Africa, provides guests with choice and flexibility to let them create their dream vacation, whether they are traveling an hour away or around the world. Our relaxing vacations have the power to give guests an increased sense of happiness and satisfaction in their lives, while feeling healthier and more fulfilled in their relationships, by enjoying memorable and meaningful experiences that let them Stay Vacationed.™
Diamond Resorts International® manages vacation ownership resorts and sells vacation ownership points that provide members and owners with Vacations for Life® at over 330 managed and affiliated properties and cruise itineraries.
About Och-Ziff Real Estate
Och-Ziff Real Estate, an affiliate of Och-Ziff Capital Management Group LLC (NYSE: OZM, www.ozcap.com), is a New York based alternative asset manager with a focus on real estate and real estate related opportunities. Och-Ziff Capital Management Group is one of the largest institutional alternative asset managers in the world, with approximately $46.8 billion in assets under management as of July 1, 2015 and offices in New York City, London, Hong Kong, Mumbai, Dubai, Beijing, and Shanghai.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements related to the development of a new resort in Kona, Hawaii, including statements regarding the anticipated size and cost of the development and the anticipated delivery timeframe for the development. These forward-looking statements are covered by the “Safe Harbor for Forward-Looking Statements” provided by the Private Securities Litigation Reform Act of 1995. We have tried to identify these forward looking statements by using words such as “expect,” “anticipate,” “plan,” “will,” “would,” “should,” “could,” “believe” or similar expressions, but these words are not the exclusive means for identifying such statements. We caution that a number of risks, uncertainties and other factors could cause actual results or performance to differ materially from those expressed in, or implied by, the forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.
Contact:
Media:
Diamond Resorts International
Stevi Wara
Tel: 1.702.823.7069; Fax: 1.702.684.8705
media@diamondresorts.com
or
Investor:
Sloane & Company
Josh Hochberg
Tel: 1.212.446.1892
jhochberg@sloanepr.com
DIAMOND RESORTS INTERNATIONAL ANNOUNCES BOARD CHANGE
LAS VEGAS, Nevada, (July 29, 2015) - Diamond Resorts International, Inc. (NYSE: DRII) announced today that B. Scott Minerd, Chairman of Investments and Global Chief Investment Officer at Guggenheim, has stepped down from the Board of Directors, effective July 28, 2015. Mr. Minerd had served on the Board of the Company and its predecessor since 2010. Stephen J. Cloobeck, Chairman of Diamond Resorts International said, “On behalf of the Company’s management and the entire Board, I would like to thank Scott for his dedication and significant contributions to the Company.”
In August 2014, the Company lost its status as a “controlled company” under the rules of the New York Stock Exchange (“NYSE”), and the Company had a one-year grace period in which to comply with the NYSE requirement of having a majority independent board. With Mr. Minerd’s departure, the majority of Diamond’s Board of Directors will now be comprised of independent directors in compliance with the rules of the NYSE. The Company was already in compliance with all of the other corporate governance requirements applicable under NYSE rules to companies that do not qualify as “controlled companies.”
Guggenheim will continue to have a presence on Diamond’s Board of Directors through Zachary D. Warren who has served on the Board of the Company and is predecessor since 2010.
About Diamond Resorts International®
Diamond Resorts International® (NYSE: DRII), with its network of more than 330 vacation destinations located in 34 countries throughout the continental United States, Hawaii, Canada, Mexico, the Caribbean, South America, Central America, Europe, Asia, Australasia and Africa, provides guests with choice and flexibility to let them create their dream vacation, whether they are traveling an hour away or around the world. Our relaxing vacations have the power to give guests an increased sense of happiness and satisfaction in their lives, while feeling healthier and more fulfilled in their relationships, by enjoying memorable and meaningful experiences that let them Stay Vacationed.™
Diamond Resorts International® manages vacation ownership resorts and sells vacation ownership points that provide members and owners with Vacations for Life® at over 330 managed and affiliated properties and cruise itineraries.
Media Contact:
Stevi Wara
Diamond Resorts International
Tel: 1.702.823.7069; Fax: 1.702.684.8705
media@diamondresorts.com
Investor Contact:
Sloane & Company
Josh Hochberg
Tel: 1.212.446.1892
jhochberg@sloanepr.com
or
Erica Bartsch
Tel: 1.212.446.1875
ebartsch@sloanepr.com
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