CORRECTING & REPLACING Silverleaf Resorts Announces Completion of Acquisition by Affiliate of Cerberus Capital Management, L.P.
May 16 2011 - 5:56PM
Business Wire
Reissuing release to add ticker symbol for searching
purposes.
The release reads:
SILVERLEAF RESORTS ANNOUNCES COMPLETION OF
ACQUISITION BY AFFILIATE OF CERBERUS CAPITAL MANAGEMENT,
L.P.
Richard “Rick” Budd appointed Chairman of the
Board and Thomas Morris appointed Chief Executive Officer
Silverleaf Resorts, Inc. (NASDAQ: SVLF), a leader in the
development, marketing and operation of timeshare resorts,
announced today the completion of its merger with Resort Merger Sub
Inc., an affiliate of Cerberus Capital Management, L.P.
(“Cerberus”). Under the terms of the merger agreement, Silverleaf
shareholders will receive $2.50 in cash for each share of
Silverleaf common stock they own, representing a premium of
approximately 75% based on the closing trading price of $1.43 of
Silverleaf common stock on February 3, 2011, the date on which
the merger agreement was executed. As a result of the closing of
the merger, Silverleaf is now a private company, wholly-owned by
affiliates of Cerberus, and its common stock will cease to trade on
NASDAQ at market close today. The merger was approved by
Silverleaf’s shareholders on May 11, 2011.
With the completion of the acquisition, Richard “Rick” Budd, a
director of the Company since 2002 and Chairman of its Audit
Committee, has been appointed to serve as the Company’s Chairman of
the Board. Thomas Morris, who has served as the Company’s Executive
Vice President, Capital Markets and Strategic Development, since
2005 has been appointed as Chief Executive Officer. Robert Mead,
the Company’s former Chairman and CEO, has retired from the
Company. The Company will continue to operate under the name
Silverleaf Resorts, Inc.
“I am excited to lead Silverleaf as the Company begins a new
chapter as a leader in the vacation ownership industry,” said
Thomas Morris, CEO of Silverleaf. “We would like to thank Bob for
his service and many contributions to Silverleaf Resorts. I look
forward to working with the dedicated Silverleaf management team
and employees in providing our members with exemplary vacation
experiences at affordable prices. Silverleaf has an excellent
foundation, and as a Cerberus portfolio company will have new
opportunities for investment in our current properties and growth
to support our customers’ needs now and in the future.”
The Board of Directors of the Company was advised by Gleacher
& Company Securities, Inc. in connection with the merger.
About Silverleaf Resorts
Based in Dallas, Texas, Silverleaf Resorts, Inc. owns and
operates timeshare resorts with a wide array of country club-like
amenities, such as golf, clubhouses, an indoor water park,
swimming, tennis, boating, and many organized activities for
children and adults. For additional information, please visit
www.silverleafresorts.com.
About Cerberus Capital Management,
L.P.
Established in 1992, Cerberus Capital Management, L.P., together
with its affiliates, is one of the world’s leading private
investment firms with approximately $23 billion under
management. Through its team of investment and operations
professionals, Cerberus specializes in providing both financial
resources and operational expertise to help transform undervalued
companies into industry leaders for long-term success and value
creation. Cerberus holds controlling or significant minority
interests in companies around the world. Cerberus is headquartered
in New York City with affiliate and/or advisory offices in the
United States, Europe and Asia. For more information, visit
www.cerberuscapital.com.
Forward-Looking Statements
This communication contains forward-looking statements that
involve numerous risks and uncertainties. The statements contained
in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Exchange Act of 1934, as amended, including, without
limitation, statements regarding the expected benefits and closing
of the proposed merger, the management of the Company and the
Company’s expectations, beliefs and intentions. All forward-looking
statements included in this communication are based on information
available to the Company on the date hereof. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“can,” “will,” “should,” “could,” “expects,” “plans,”
“anticipates,” “intends,” “believes,” “estimates,” “predicts,”
“potential,” “targets,” “goals,” “projects,” “outlook,” “continue,”
“preliminary,” “guidance,” or variations of such words, similar
expressions, or the negative of these terms or other comparable
terminology. No assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what impact they will have on our
results of operations or financial condition. Accordingly, actual
results may differ materially and adversely from those expressed in
any forward-looking statements. Neither the Company nor any other
person can assume responsibility for the accuracy and completeness
of forward-looking statements. There are various important factors
that could cause actual results to differ materially from those in
any such forward-looking statements, many of which are beyond the
Company’s control. These factors include: failure to obtain, delays
in obtaining or adverse conditions contained in any required
regulatory or other approvals; failure to consummate or delay in
consummating the transaction for other reasons; changes in laws or
regulations; and changes in general economic conditions. The
Company undertakes no obligation (and expressly disclaims any such
obligation) to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. For additional information please refer to the Company’s
most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.
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