Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 INDENTURE - Diamond Resorts International, Inc. | exhibit101indenture.htm |
| EX-10.2 - EXHIBIT 10.2 SALE AGREEMENT - Diamond Resorts International, Inc. | exhibit102saleagreement.htm |
| EX-99.1 - EXHIBIT 99.1 PRESS RELEASE - Diamond Resorts International, Inc. | exhibit991-pressrelease.htm |
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): September 20, 2013
Diamond Resorts International, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35967 | 46-1750895 | ||
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
10600 West Charleston Boulevard, Las Vegas, Nevada | 89135 | |||
(Address of principal executive offices) | (Zip Code) | |||
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2013, Diamond Resorts Tempus Owner Trust 2013, an indirect wholly-owned subsidiary of Diamond Resorts International, Inc. (the “Company”), issued $30,990,000 of its timeshare loan backed notes. The notes accrue interest at a rate of 6.0% and mature on December 20, 2023.
Mountcliff Funding, LLC was initial conduit purchaser, Credit Suisse AG, Cayman Islands Branch was the initial conduit liquidity provider and Credit Suisse AG, New York Branch, acted as the initial managing agent for the initial purchaser group.
The description of the notes set forth above in this Item 1.01 does not purport to be complete, and is qualified in its entirety by reference to the full text of : (1) the Indenture, dated as of September 20, 2013, by and among Diamond Resorts Tempus Owner Trust 2013, as issuer, Diamond Resorts Financial Services, Inc., as Servicer, and Wells Fargo Bank, National Association, as indenture trustee and back-up servicer, and (2) the Sale Agreement, dated as of September 20, 2013, by and among Diamond Resorts Tempus Seller 2013, LLC, as seller, Diamond Resorts Tempus Owner Trust 2013, as issuer, and their respective permitted successors and assigns, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K and are incorporated herein by reference.
A copy of the Company’s press release announcing the foregoing is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
Exhibit No. | Description |
10.1 | Indenture, dated as of September 20, 2013, by and among Diamond Resorts Tempus Owner Trust 2013, as issuer, Diamond Resorts Financial Services, Inc., as Servicer, and Wells Fargo Bank, National Association, as indenture trustee and back-up servicer. |
10.2 | Sale Agreement, dated as of September 20, 2013, by and among Diamond Resorts Tempus Seller 2013, LLC, as seller, Diamond Resorts Tempus Owner Trust 2013, as issuer, and their respective permitted successors and assigns. |
99.1 | Press Release issued by the Company on September 26, 2013 (furnished herewith). |
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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.
Diamond Resorts International, Inc. | ||||||
September 26, 2013 | By: | /s/ Jared T. Finkelstein | ||||
Name: | Jared T. Finkelstein | |||||
Title: | Senior Vice President-Legal and Secretary | |||||
Exhibit Index
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Exhibit No. | Description | ||
10.1 | Indenture, dated as of September 20, 2013, by and among Diamond Resorts Tempus Owner Trust 2013, as issuer, Diamond Resorts Financial Services, Inc., as Servicer, and Wells Fargo Bank, National Association, as indenture trustee and back-up servicer. | ||
10.2 | Sale Agreement, dated as of September 20, 2013, by and among Diamond Resorts Tempus Seller 2013, LLC, as seller, Diamond Resorts Tempus Owner Trust 2013, as issuer, and their respective permitted successors and assigns. | ||
99.1 | Press Release issued by the Company on September 26, 2013 (furnished herewith). | ||
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