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13G
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|
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|
CUSIP No. 25272T104
|
|
|
|
Page
2
of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of reporting person:
Timeshare Acquisitions, LLC
|
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
State of
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0 shares
|
|
|
6
|
|
Shared voting power
5,131,525 shares
|
|
|
7
|
|
Sole dispositive power
0 shares
|
|
|
8
|
|
Shared dispositive power
5,131,525 shares
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
5,131,525 shares
|
|
10
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
6.8%
|
|
12
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
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13G
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|
CUSIP No. 25272T104
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Page
3
of 12 Pages
|
|
|
|
|
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|
1
|
|
Names of reporting person:
TAC Sponsor LLC
|
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
State of
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0 shares
|
|
|
6
|
|
Shared voting power
5,131,525 shares
|
|
|
7
|
|
Sole dispositive power
0 shares
|
|
|
8
|
|
Shared dispositive power
5,131,525 shares
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
5,131,525 shares
|
|
10
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
6.8%
|
|
12
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
|
|
13G
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|
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|
CUSIP No. 25272T104
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|
|
|
Page
4
of 12 Pages
|
|
|
|
|
|
|
|
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|
1
|
|
Names of reporting person:
Homewood IOI, LLC
|
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
State of
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0 shares
|
|
|
6
|
|
Shared voting power
5,131,525 shares
|
|
|
7
|
|
Sole dispositive power
0 shares
|
|
|
8
|
|
Shared dispositive power
5,131,525 shares
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
5,131,525 shares
|
|
10
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
6.8%
|
|
12
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
|
|
13G
|
|
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|
CUSIP No. 25272T104
|
|
|
|
Page
5
of 12 Pages
|
|
|
|
|
|
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|
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|
1
|
|
Names of reporting person:
Douglas Teitelbaum
|
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
United States of
America
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0 shares
|
|
|
6
|
|
Shared voting power
5,131,525 shares
|
|
|
7
|
|
Sole dispositive power
0 shares
|
|
|
8
|
|
Shared dispositive power
5,131,525 shares
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
5,131,525 shares
|
|
10
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
6.8%
|
|
12
|
|
Type of reporting person (see
instructions)
IN
|
|
|
|
|
|
|
|
|
|
13G
|
|
|
|
CUSIP No. 25272T104
|
|
|
|
Page
6
of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of reporting person:
Alden Global Value Recovery Master Fund, L.P.
|
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
Cayman Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0 shares
|
|
|
6
|
|
Shared voting power
5,131,525 shares
|
|
|
7
|
|
Sole dispositive power
0 shares
|
|
|
8
|
|
Shared dispositive power
5,131,525 shares
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
5,131,525 shares
|
|
10
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
6.8%
|
|
12
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
|
|
13G
|
|
|
|
CUSIP No. 25272T104
|
|
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|
Page
7
of 12 Pages
|
|
|
|
|
|
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|
1
|
|
Names of reporting person:
Alden Global Capital Limited
|
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
Jersey (Channel
Islands)
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0 shares
|
|
|
6
|
|
Shared voting power
5,131,525 shares
|
|
|
7
|
|
Sole dispositive power
0 shares
|
|
|
8
|
|
Shared dispositive power
5,131,525 shares
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
5,131,525 shares
|
|
10
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
6.8%
|
|
12
|
|
Type of reporting person (see
instructions)
CO
|
|
|
|
|
|
|
|
|
|
13G
|
|
|
|
CUSIP No. 25272T104
|
|
|
|
Page
8
of 12 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of reporting person:
Alden Global Capital LLC
|
|
2
|
|
Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
x
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
State of
Delaware
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power
0 shares
|
|
|
6
|
|
Shared voting power
5,131,525 shares
|
|
|
7
|
|
Sole dispositive power
0 shares
|
|
|
8
|
|
Shared dispositive power
5,131,525 shares
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
5,131,525 shares
|
|
10
|
|
Check box if the aggregate amount
in Row (9) excludes certain shares (see instructions)
¨
|
|
11
|
|
Percent of class represented by
amount in Row (9)
6.8%
|
|
12
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
|
|
13G
|
|
|
|
CUSIP No. 25272T104
|
|
|
|
Page
9
of 12 Pages
|
|
Item 1(a).
|
Name of Issuer
:
|
Diamond Resorts International, Inc.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices
:
|
10600 West Charleston Boulevard, Las Vegas, Nevada 89135
|
Item 2(a).
|
Name of Persons Filing
:
|
This Schedule 13G is being filed by Timeshare Acquisitions, LLC, TAC Sponsor LLC, Homewood IOI, LLC, Douglas Teitelbaum, Alden Global Value Recovery Master Fund, L.P., Alden Global Capital Limited and
Alden Global Capital LLC (individually a “Reporting Person” and collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1
and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed
to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Act of 1933, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting
Persons are a group or have agreed to act as a group.
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence
:
|
The address of the principal business office of each of Timeshare Acquisitions, LLC, TAC Sponsor LLC, Homewood IOI, LLC and Douglas Teitelbaum is c/o Homewood Capital LLC, 641 5th Avenue PH4, New York, NY
10022.
The address of the principal business office of Alden Global Value Recovery Master Fund, L.P. is 89 Nexus Way, Camana
Bay, Grand Cayman, KY1-9007, Cayman Islands.
The address of the principal business office of Alden Global Capital Limited is
Third Floor, One Waverley Place, Union Street, St. Helier, Jersey JE2 3RF.
The address of the principal business
office of Alden Global Capital LLC is 885 Third Avenue, 34th Floor, New York, NY 10022.
Each
of Timeshare Acquisitions, LLC, TAC Sponsor LLC, Homewood IOI, LLC and Alden Global Capital LLC is a limited liability company organized under the laws of the State of Delaware. Alden Global Value Recovery Master Fund, L.P. is an exempted limited
partnership organized under the laws of the Cayman Islands. Alden Global Capital Limited is a corporation organized under the laws of Jersey (Channel Islands). Mr. Teitelbaum is a United States citizen.
|
|
|
|
|
|
|
|
|
13G
|
|
|
|
CUSIP No. 25272T104
|
|
|
|
Page
10
of 12 Pages
|
|
Item 2(d).
|
Title of Class of Securities
:
|
Common Stock, par value $0.01 per share (the “Common Stock”)
|
Item 2(e).
|
CUSIP Number
:
|
25272T104
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a
:
|
|
|
|
|
|
|
|
(a)
|
|
¨
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
|
¨
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
|
¨
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
|
¨
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
|
¨
|
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
(f)
|
|
¨
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
|
|
|
(g)
|
|
¨
|
|
A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G).
|
|
|
|
|
|
(h)
|
|
¨
|
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
(i)
|
|
¨
|
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
|
|
|
|
(j)
|
|
¨
|
|
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
(k)
|
|
¨
|
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
|
|
Not Applicable.
|
|
|
(a)
|
Amount beneficially owned:
|
Timeshare Acquisitions, LLC is the record owner of 5,131,525 shares of Common Stock. TAC Sponsor LLC as the manager of Timeshare
Acquisitions, LLC; Homewood IOI, LLC as the manager of TAC Sponsor LLC; Mr. Douglas Teitelbaum as the managing member of Homewood IOI, LLC; Alden Global Value Recovery Master Fund, L.P. as the majority member of Timeshare Acquisitions, LLC; Alden
Global Capital Limited as the investment adviser of Alden Global Value Recovery Master
|
|
|
|
|
|
|
|
|
13G
|
|
|
|
CUSIP No. 25272T104
|
|
|
|
Page
11
of 12 Pages
|
Fund, L.P.; and Alden Global Capital LLC as the investment sub-adviser to Alden Global
Value Recovery Master Fund, L.P. and Alden Global Capital Limited may be deemed to beneficially own the shares held of record by Timeshare Acquisitions, LLC.
Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Diamond Resorts International, Inc., except for Timeshare Acquisitions, LLC, for the shares which it holds of record
as provided in the prior paragraph.
Timeshare Acquisitions, LLC: 6.8%
TAC Sponsor LLC: 6.8%
Homewood IOI, LLC: 6.8%
Douglas Teitelbaum: 6.8%
Alden Global Value Recovery Master Fund, L.P.: 6.8%
Alden Global Capital Limited:
6.8%
Alden Global Capital LLC: 6.8%
The foregoing percentages are calculated using the 75,447,688 shares of Common Stock outstanding as of the date hereof, which includes the 75,394,118 shares of Common Stock outstanding upon consummation
of Diamond Resorts International, Inc.’s initial public offering as disclosed in Diamond Resorts International, Inc.’s prospectus (Registration No. 333-189306) filed with the Securities and Exchange Commission on July 19, 2013, and the
53,570 shares of restricted and unrestricted Common Stock granted on July 24, 2013 to certain members of the board of directors of Diamond Resorts International, Inc.
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote:
|
0 shares for each Reporting Person
|
|
(ii)
|
shared power to vote or to direct the vote:
|
Timeshare Acquisitions, LLC: 5,131,525 shares
TAC Sponsor LLC: 5,131,525
Homewood IOI, LLC: 5,131,525
Douglas Teitelbaum: 5,131,525
Alden Global Value Recovery Master Fund, L.P.:
5,131,525
Alden Global Capital Limited: 5,131,525
Alden Global Capital LLC: 5,131,525
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
0 shares for each reporting person
|
|
|
|
|
|
|
|
|
13G
|
|
|
|
CUSIP No. 25272T104
|
|
|
|
Page
12
of 12 Pages
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
|
Timeshare Acquisitions, LLC: 5,131,525
TAC Sponsor LLC: 5,131,525
Homewood IOI, LLC: 5,131,525
Douglas Teitelbaum: 5,131,525
Alden Global Value Recovery Master Fund, L.P.:
5,131,525
Alden Global Capital Limited: 5,131,525
Alden Global Capital LLC: 5,131,525
|
Item 5.
|
Ownership of Five Percent or Less of a Class
.
|
Not Applicable.
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person
.
|
The minority members of Timeshare Acquisitions, LLC are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Common Stock held by Timeshare
Acquisitions, LLC, in accordance with their ownership interests in Timeshare Acquisitions, LLC.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group
.
|
Not Applicable.
|
Item 9.
|
Notice of Dissolution of Group
.
|
Not Applicable.
By
signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on
Exhibit 1
hereto.
|
|
|
|
|
Dated: August 2, 2013.
|
|
|
|
TIMESHARE ACQUISITIONS, LLC
|
|
|
|
|
By:
|
|
/s/ Douglas Teitelbaum
|
|
Name:
|
|
Douglas Teitelbaum
|
|
Title:
|
|
Chairman
|
|
|
|
TAC SPONSOR LLC
|
|
By:
|
|
Homewood IOI, LLC
|
|
|
|
Its Manager
|
|
|
|
|
By:
|
|
/s/ Douglas Teitelbaum
|
|
Name:
|
|
Douglas Teitelbaum
|
|
Title:
|
|
Managing Member
|
|
|
|
HOMEWOOD IOI, LLC
|
|
|
|
|
By:
|
|
/s/ Douglas Teitelbaum
|
|
Name:
|
|
Douglas Teitelbaum
|
|
Title:
|
|
Managing Member
|
|
|
|
DOUGLAS TEITELBAUM
|
|
|
|
/s/ Douglas Teitelbaum
|
|
|
|
|
|
|
|
|
|
ALDEN GLOBAL VALUE RECOVERY MASTER FUND, L.P.
|
|
By:
|
|
Alden Global Capital Limited
|
|
|
|
Its Investment Adviser
|
|
|
|
|
|
By:
|
|
Alden Global Capital LLC
|
|
|
|
|
|
|
|
Its Sub-adviser
|
|
|
|
|
|
By:
|
|
/s/ Jason Pecora
|
|
Name:
|
|
Jason Pecora
|
|
Title:
|
|
Managing Director
|
|
|
|
ALDEN GLOBAL CAPITAL LIMITED
|
|
By:
|
|
Alden Global Capital LLC
|
|
|
|
Its Sub-adviser
|
|
|
|
|
By:
|
|
/s/ Jason Pecora
|
|
Name:
|
|
Jason Pecora
|
|
Title:
|
|
Managing Director
|
|
|
|
ALDEN GLOBAL CAPITAL LLC
|
|
|
|
|
By:
|
|
/s/ Jason Pecora
|
|
Name:
|
|
Jason Pecora
|
|
Title:
|
|
Managing Director
|
Exhibit 1
JOINT FILING AGREEMENT
In accordance with the requirements of Rule
13d-1(k)
under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing
agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
This agreement may
be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED this 2nd day of August 2013.
|
|
|
|
|
TIMESHARE ACQUISITIONS, LLC
|
|
|
|
|
By:
|
|
/s/ Douglas Teitelbaum
|
|
Name:
|
|
Douglas Teitelbaum
|
|
Title:
|
|
Chairman
|
|
|
|
TAC SPONSOR LLC
|
|
By:
|
|
Homewood IOI, LLC
|
|
|
|
Its Manager
|
|
|
|
|
By:
|
|
/s/ Douglas Teitelbaum
|
|
Name:
|
|
Douglas Teitelbaum
|
|
Title:
|
|
Managing Member
|
|
|
|
HOMEWOOD IOI, LLC
|
|
|
|
|
By:
|
|
/s/ Douglas Teitelbaum
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Name:
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Douglas Teitelbaum
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Title:
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Managing Member
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DOUGLAS TEITELBAUM
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/s/ Douglas Teitelbaum
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ALDEN GLOBAL VALUE RECOVERY MASTER FUND, L.P.
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By:
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Alden Global Capital Limited
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Its Investment Adviser
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By:
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Alden Global Capital LLC
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Its Sub-adviser
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By:
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/s/ Jason Pecora
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Name:
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Jason Pecora
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Title:
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Managing Director
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ALDEN GLOBAL CAPITAL LIMITED
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By:
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Alden Global Capital LLC
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Its Sub-adviser
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By:
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/s/ Jason Pecora
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Name:
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Jason Pecora
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Title:
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Managing Director
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ALDEN GLOBAL CAPITAL LLC
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By:
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/s/ Jason Pecora
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Name:
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Jason Pecora
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Title:
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Managing Director
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