Diamond Resorts International, Inc. – DIAMOND RESORTS INTERNATIONAL, INC. ENTERS INTO DEFINITIVE MERGER AGREEMENT TO BE ACQUIRED BY AFFILIATES OF CERTAIN FUNDS MANAGED BY AFFILIATES OF APOLLO GLOBAL MANAGEMENT FOR $30.25 PER SHARE IN CASH (June 29th, 2016)
LAS VEGAS (June 29, 2016) – Diamond Resorts International, Inc. (“Diamond Resorts” or the “Company”) (NYSE: DRII) today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with affiliates of certain funds (the “Apollo Funds”) managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) (NYSE: APO), pursuant to which the Apollo Funds will acquire Diamond Resorts for $30.25 per share or approximately $2.2 billion.
Diamond Resorts International, Inc. – MASTER AGREEMENT (January 6th, 2015)
THIS MASTER AGREEMENT (this “Agreement”), dated as of January 6, 2015 (the “Closing Date”), is by and among Diamond Resorts International, Inc., a Delaware corporation (“DRII”), Diamond Resorts Corporation, a Maryland corporation (“DRC”; together with DRII, the “DRII Parties”), Hospitality Management and Consulting Service, L.L.C., a Nevada limited liability company (“HMCS”), Stephen J. Cloobeck, individually (“SJC”), Cloobeck Companies, LLC, a Nevada limited liability company (“Cloobeck Companies”), JHJM Nevada I, LLC, a Nevada limited liability company formerly known as Diamond Resorts, LLC (“JHJM”; JHJM and Cloobeck Companies being referred to herein, collectively, as the “SJC Entities”; and SJC and the SJC Entities being referred to herein as the “SJC Parties”), and, solely for purposes of Sections 1(a)(ii), 1(b) and 10 hereof, Nevada Resort Properties Polo Towers Limited Partnership, a Nevada limited partnership (“Polo Towers”). Each of the DRII Parties, HMCS and the SJC Parties
Diamond Resorts International, Inc. – EXCHANGE AGREEMENT (July 9th, 2013)
This EXCHANGE AGREEMENT (this “Agreement”) is dated as of , 2013, by and among (i) Diamond Resorts International, Inc., a Delaware corporation (the “Company”), (ii) Diamond Resorts Parent, LLC, a Nevada limited liability company (“DRP”), (iii) the current (or future, as applicable) members of DRP listed on Schedule A hereto (collectively, the “Exchanging Members,” and each, an “Exchanging Member”), and (iv) the current members of DRP that will no longer hold any units of DRP as of the consummation of the LLC Exchange (as defined below) (collectively, the “Former Members,” and each, a “Former Member;” and together with the Exchanging Members, collectively, the “Members,” and each, a “Member”).