Amended Statement of Ownership: Solicitation (sc 14d9/a)
August 09 2016 - 5:30PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
(Amendment No. 2)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
DIAMOND RESORTS INTERNATIONAL, INC.
(Name of Subject Company)
DIAMOND
RESORTS INTERNATIONAL, INC.
(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
25272T 104
(CUSIP Number of Class of Securities)
Jared T.
Finkelstein
Senior Vice President-General Counsel and Secretary
Diamond Resorts International, Inc.
10600 West Charleston
Boulevard, Las Vegas, Nevada
702-684-8000
(Name,
address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Barbara L. Becker, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New
York, NY 101669
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 2 to Schedule 14D-9 (this
Amendment
) amends and supplements
the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the United States Securities and Exchange Commission (the
SEC
) on July 14, 2016 (together with the Exhibits and Annexes thereto and as amended
or supplemented hereby and from time to time, the
Schedule 14D-9
) by Diamond Resorts International, Inc., a Delaware corporation (the
Company
). The Schedule 14D-9 relates to a tender offer by Dakota Merger Sub,
Inc., a Delaware corporation (
Purchaser
), and a wholly owned subsidiary of Dakota Parent, Inc., a Delaware Corporation (
Parent
), to purchase all of the outstanding shares of common stock, par value $0.01 per
share, of the Company at a purchase price of $30.25 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2016, contained in the Tender Offer Statement on Schedule TO, dated July 14, 2016 filed by
Parent and Purchaser with the SEC on July 14, 2016, as amended or supplemented from time to time.
Capitalized terms used, but not
otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 8.
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ADDITIONAL INFORMATION.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented
by inserting the following new paragraphs at the end of the section entitled Extension of the Offer on page 45 of the Schedule 14D9:
On August 9, 2016, Purchaser, the Company and Parent agreed to extend the Offer for a period of ten (10) business days. The Offer
was previously scheduled to expire at 12:00 Midnight, New York City time, on August 10, 2016 (one minute after 11:59 P.M., New York City time, on August 10, 2016). The Expiration Date of the Offer is extended to 5:00 P.M., New York City time on
August 24, 2016, unless further extended. The Depositary has advised the Purchaser that, as of 5:00 P.M., New York City time, on August 9, 2016, 19,499,074 Shares were tendered pursuant to the Offer, which represented approximately 27.96%
of the outstanding Shares.
On August 9, 2016, Purchaser issued a press release announcing the extension of the tender offer, a copy
of which is filed as Exhibit (a)(1)(G) to this Schedule 14D-9 and is incorporated herein by reference.
The following is hereby added to the list of exhibits, following Exhibit No.
(a)(1)(F) Press Release, dated August 1, 2016.:
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Exhibit
No.
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Description
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(a)(1)(G)
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Press Release, dated August 9, 2016 announcing extension of tender offer deadline (incorporated by reference to Exhibit (a)(1)(I) to the Schedule TO).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and
correct.
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DIAMOND RESORTS INTERNATIONAL, INC.
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By:
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/s/ Jared T. Finkelstein
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Name:
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Jared T. Finkelstein
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Title:
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Senior Vice President-General Counsel
and
Secretary
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Date: August 9, 2016
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