Great Wolf Resorts, Inc. (NASDAQ: WOLF), North America’s leading family
of indoor waterpark resorts, today announced that it intends to offer
first mortgage notes in the amount of $225 million due 2017, subject to
market conditions.
The Company plans to use the net proceeds from the offering to repay the
outstanding mortgage debt on its Mason, OH, Williamsburg, VA and
Grapevine, TX properties, totaling $212 million. The balance of the net
proceeds, if any, will be used for general corporate purposes. The notes
will be guaranteed by the Company’s subsidiaries that hold the Company’s
Grapevine, Mason and Williamsburg resorts, and those guarantees will be
secured by first priority mortgages on those resorts and by a first
priority lien on the other assets of the subsidiaries holding those
resorts, subject to exceptions. The notes will be general senior
obligations of the Company, guaranteed on a senior unsecured basis by
most of the other material subsidiaries of the Company that are not
obligors on existing mortgage debt.
The first mortgage notes will be offered to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and to persons outside the United States
under Regulation S of the Securities Act. The notes to be offered by the
Company have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the notes, nor shall there be any offer,
solicitation or sale of any notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The Company gives no
assurance that the proposed offering can be completed on any terms.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe
harbor created by the Private Securities Litigation Act of 1995. All
statements, other than statements of historical facts, including, among
others, statements regarding the Company’s future financial position,
business strategy, projected levels of growth, projected costs and
projected performance and financing needs, are forward-looking
statements. Those statements include statements regarding the intent,
belief or current expectations of Great Wolf Resorts, Inc. and members
of its management team, as well as the assumptions on which such
statements are based, and generally are identified by the use of words
such as "may,” "might,” "will,” "could,” "plan,” "objective,” "predict,”
"project,” "potential,” "continue,” "ongoing,” "seeks,” "anticipates,”
"believes,” "estimates,” "expects,” "plans,” "intends,” "should” or
similar expressions. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that actual
results may differ materially from those contemplated by such
forward-looking statements. Many of these factors are beyond the
Company's ability to control or predict. Such factors include, but are
not limited to, the Company’s ability to complete the proposed
financing, changes in conditions in the capital markets, competition in
the Company’s markets, changes in family vacation patterns and consumer
spending habits, regional or national economic downturns, the Company’s
ability to attract a significant number of guests from its target
markets, economic conditions in its target markets, the impact of fuel
costs and other operating costs, the Company’s ability to develop new
resorts in desirable markets or further develop existing resorts on a
timely and cost efficient basis, the Company's ability to manage growth,
including the expansion of the Company’s infrastructure and systems
necessary to support growth, the Company’s ability to manage cash and
obtain additional cash required for growth, the general tightening in
the U.S. lending markets, potential accidents or injuries at its
resorts, decreases in travel due to pandemic or other widespread
illness, its ability to achieve or sustain profitability, downturns in
its industry segment and extreme weather conditions, increases in
operating costs and other expense items and costs, uninsured losses or
losses in excess of the Company's insurance coverage, the Company's
ability to protect its intellectual property, trade secrets and the
value of its brands, current and possible future legal restrictions and
requirements. A further description of these risks, uncertainties and
other matters can be found in the Company’s annual report and other
reports filed from time to time with the Securities and Exchange
Commission, including but not limited to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2009. Great Wolf Resorts
cautions that the foregoing list of important factors is not complete
and assumes no obligation to update any forward-looking statement that
it may make.
Management believes these forward-looking statements are reasonable;
however, undue reliance should not be placed on any forward-looking
statements, which are based on current expectations. All written and
oral forward-looking statements attributable to the Company or persons
acting on its behalf are qualified in their entirety by these cautionary
statements. Further, forward-looking statements speak only as of the
date they are made, and the Company undertakes no obligation to update
or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating
results over time unless otherwise required by law.
