If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
¨
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP No. 25272T104 13D/A
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Page 2 of 10 Pages
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1
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Names of
Reporting Persons
Best Amigos Partners, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
Nevada
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
¨
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13
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Percent of Class Represented by Amount
in Row (11)
0%
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14
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Type of Reporting Person
OO
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CUSIP No. 25272T104 13D/A
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Page 3 of 10 Pages
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1
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Names of
Reporting Persons
Diamond Oursurance, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
Nevada
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
¨
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13
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Percent of Class Represented by Amount
in Row (11)
0%
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14
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Type of Reporting Person
OO
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CUSIP No. 25272T104 13D/A
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Page 4 of 10 Pages
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1
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Names of
reporting persons
Praesumo Partners, LLC
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
OO/BK
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5
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Illinois
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power
0
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8
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Shared voting power
0
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9
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Sole dispositive power
0
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10
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Shared dispositive power
0
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11
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Aggregate amount beneficially owned by each reporting person
0
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
OO
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CUSIP No. 25272T104 13D/A
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Page 5 of 10 Pages
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1
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Names of
Reporting Persons
Lowell D. Kraff
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2
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Check the Appropriate Box if a Member
of a Group
(a)
¨
(b)
x
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3
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SEC Use Only
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4
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Source of Funds
OO/BK/PF
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5
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6
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Citizenship or Place of
Organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares
¨
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13
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Percent of Class Represented by Amount
in Row (11)
0%
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14
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Type of Reporting Person
IN
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CUSIP No. 25272T104 13D/A
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Page
6
of 10 Pages
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This Amendment No. 9 to Schedule 13D (this Amendment) relates to the common
stock, par value $0.01 per share (the Common Stock), of Diamond Resorts International, Inc. (the Issuer), and amends each of (i) the Schedule 13D filed by Best Amigos Partners, LLC (BAP), Diamond Oursurance,
LLC, LDK Holdco, LLC and Lowell D. Kraff with the Securities and Exchange Commission (the SEC) on August 5, 2013, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6, Amendment No. 7, and Amendment No. 8 to such Schedule 13D filed on June 13, 2014, August 18, 2014, October 3, 2014, March 4, 2015, March 10,
2015, March 24, 2015, July 19, 2016, and August 2, 2016, respectively and (ii) the Schedule 13D filed by Praesumo Partners, LLC (Praesumo and, together with BAP, Diamond Oursurance, LLC, LDK Holdco, LLC and
Mr. Kraff, the Reporting Persons) with the SEC on August 5, 2013, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to such Schedule 13D filed on June 13, 2014, August 18, 2014,
and October 3, 2014, respectively (together, as so amended, the Schedule 13D). The address of the principal executive offices of the Issuer is 10600 West Charleston Boulevard, Las Vegas, Nevada 89135.
This Amendment is being filed by the Reporting Persons to furnish the additional information set forth herein. Except as specifically provided
herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This is the final amendment to the
Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4.
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Purpose of the Transaction.
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Item 4 of the Schedule 13D is hereby amended by adding the
following:
On June 29, 2016, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with
Dakota Parent, Inc., a Delaware corporation (Parent) and Dakota Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), providing for the acquisition of the Issuer by Parent in a
two-step all cash transaction, consisting of a tender offer (the Offer), followed by a subsequent back-end merger of Merger Sub with and into the Issuer (the Merger), with the Issuer surviving the Merger as a wholly-owned
subsidiary of Parent. On July 14, 2016, Merger Sub commenced the Offer. On September 2, 2016, the Offer was consummated and the Merger was effected. Parent and Merger Sub are affiliates of certain funds managed by affiliates of Apollo
Global Management, LLC.
In connection with the Offer, the Reporting Persons (with the exception of Praesumo) tendered, and the Purchaser
accepted, an aggregate of 312,066 shares of Common Stock for a purchase price of $30.25 per share, without interest and less any applicable withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase dated
July 14, 2016. Pursuant to the Merger Agreement, each of the options held by Mr. Kraff, representing the right to purchase an aggregate of 1,212,585 shares of Common Stock, was canceled as of the effective time of the Merger (the
Effective Time) and converted into the right to receive a lump-sum cash payment promptly after the Effective Time equal to the product of (i) the number of shares underlying such option and (ii) the excess, if any, of the
merger consideration per share over the exercise price per share of such option, without interest and less any applicable withholding tax. Pursuant to Merger Agreement, each of the 1,655,766 shares of Common Stock held by Praesumo was canceled as of
the Effective Time and converted into the right to receive an amount of cash equal to the product of (i) the number of shares and (ii) the merger consideration per share.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a), (b) and (c) of the Schedule 13D are
hereby amended and restated as follows:
(a)-(b) As a result of the consummation of the Offer and the closing of the Merger
described in Item 4 of this Amendment, none of the Reporting Persons or any of the other members of the group formed as a result of the Stockholders Agreement beneficially owns, or has any voting power or dispositive power
over, any shares of the Issuer.
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CUSIP No. 25272T104 13D/A
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Page
7
of 10 Pages
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(c) No transactions in the Common Stock have been effected by the Reporting Persons within
the past 60 days, except as disclosed in Amendment No. 7, Amendment No. 8, and Item 4 of this Amendment, which disclosures are incorporated herein by reference.
Item 5(e)of the Schedule 13D is hereby amended and restated as follows:
(e) On September 2, 2016, as a result of the transactions described in Item 4 of this Amendment, the Reporting Persons ceased to be
the beneficial owners of more than 5% of the Common Stock.
Item 7.
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Material to Be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby amended by adding the
following exhibits:
26.
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Joint Filing Agreement of the Reporting Persons*
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CUSIP No. 25272T104 13D/A
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Page
8
of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: September 8, 2016.
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BEST AMIGOS PARTNERS, LLC
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/s/ Lowell D. Kraff
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DIAMOND OURSURANCE, LLC
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/s/ Lowell D. Kraff
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PRAESUMO PARTNERS, LLC
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/s/ Lowell D. Kraff
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LOWELL D. KRAFF
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/s/ Lowell D. Kraff
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