Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

 

Diamond Resorts International, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

25272T 104

(CUSIP Number)

Lowell D. Kraff

3722 Las Vegas Blvd., #1410 E

Las Vegas, NV 89158

(702) 540-0541

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 2, 2016

(Date of Event which Requires Filing of this Statement)

 

 

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.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

(Continued on following pages)

 

 

 

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CUSIP No. 25272T104 13D/A		Page 2 of 10 Pages

 

1		Names of Reporting Persons   Best Amigos Partners, LLC
2		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3		SEC Use Only
4		Source of Funds   OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   Nevada
Number of shares beneficially owned by each reporting person with				7		Sole Voting Power   0
				8		Shared Voting Power   0
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   0
11		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   0%
14		Type of Reporting Person   OO

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CUSIP No. 25272T104 13D/A		Page 3 of 10 Pages

 

1		Names of Reporting Persons   Diamond Oursurance, LLC
2		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3		SEC Use Only
4		Source of Funds   OO
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   Nevada
Number of shares beneficially owned by each reporting person with				7		Sole Voting Power   0
				8		Shared Voting Power   0
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   0
11		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   0%
14		Type of Reporting Person   OO

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CUSIP No. 25272T104 13D/A		Page 4 of 10 Pages

 

1		Names of reporting persons   Praesumo Partners, LLC
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds   OO/BK
5		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)   ¨
6		Citizenship or place of organization   Illinois
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   0
				9		Sole dispositive power   0
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   0
12		Check box if the aggregate amount in Row (11) excludes certain shares   ¨
13		Percent of class represented by amount in Row (11)   0%
14		Type of reporting person   OO

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CUSIP No. 25272T104 13D/A		Page 5 of 10 Pages

 

1		Names of Reporting Persons   Lowell D. Kraff
2		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3		SEC Use Only
4		Source of Funds   OO/BK/PF
5		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6		Citizenship or Place of Organization   United States
Number of shares beneficially owned by each reporting person with				7		Sole Voting Power   0
				8		Shared Voting Power   0
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   0
11		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
13		Percent of Class Represented by Amount in Row (11)   0%
14		Type of Reporting Person   IN

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CUSIP No. 25272T104 13D/A		Page 6 of 10 Pages

 

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.

Purpose of the Transaction.

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.

Interest in Securities of the Issuer.

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		Page 7 of 10 Pages

 

(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.

Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following exhibits:

 

26.	Joint Filing Agreement of the Reporting Persons*

 

*	Filed herewith

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CUSIP No. 25272T104 13D/A		Page 8 of 10 Pages

 

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.