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Leland Wykoff

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  1. Leland Wykoff
    Now KSL Capital Partners sweeten the deal to $7.25 cash. Today's development requires shareholders, and regulators, to look carefully at the ever escalating break-up fees Apollo is granted at every move. How the prior Apollo offer was allegedly superior is a mystery. Apollo simply had meet, not exceeded, the $7.00 KSL Capital Partners offer. The continued ratcheting up of the break-up fee with Apollo should also trouble shareholders--particularly when no additional consideration, above that already on the table, is offered. Given the offer is not better for shareholders than the offer it supposedly topped how does that merit an additional $.33 million fee? Recently published analysis suggesting Great Wolf may have a bias for Apollo offers due to the more likely retention of management by Apollo. Shareholders must ask who primarily benefits from such a deal, and if it is appropriate for those beneficiaries to do so. Management is already rewarded in the merger proposal due to the change in control provisions of employment contracts. Thus the Board has adequately compensated management for the displacement of their jobs. Shareholders may find all of this a moot point however. Shareholders have expressed a reluctance to tender shares into the deal--only 3.4 million shares have been tendered--out of a required roughly 16.5 million shares. Like the bad Apollo Cedar Fair deal, shareholders may find the best alternative is to simply pass up on this offer.
  2. Leland Wykoff
    Great Wolf Resorts now offered $7.00 per share by KSL Capital Partners on Sunday. See story here: http://host.madison....8ddf14ff62.html This bid now beets the Apollo increased offer of $6.75. And still, I believe, we have not reached proper valuation of WOLF. I do not believe this is the end of the road for offers. We have much more room to go. A suite deal would be in the $9.00 range. This assumes one believes the best option is to sell the company. I do not believe this to be the case. I would argue for retention and improvement of the company by shareholders. This, I believe, could lead to much better returns. Having looked over the deal solicitation I am troubled by the comps used by Deutsche Bank in their analysis: one of the three Lodging Companies comps was Gaylord Entertainment. Seriously? Gaylord is, and has been, under attack by activist investors seeking to improve performance. The share price has been all over the board--from $17.39 to $36.62 in the last year. The other lodging comps have problems as well (Solicitation page 34). The Leisure Companies included among the three Six Flags and Cedar Fair. Not the best comparisons--Six Flags has recently emerged from bankruptcy, and Cedar Fair was a failed target of Apollo about a year ago. Of specific concern is the lack of a cruise line and an all inclusive resort company in the comps. Great Wolf Resorts is, granted, a tough comp due to the unique business model. However, if we consider WOLF carefully we can see it much more resembles a cruise line. The Wolf Lodges are much like beached ocean liners. The provide a complete package of entertainment, food, recreation, accommodation, alcohol, children's programs, adult programs, all in a controlled cocooned type environment. In this regard they also closely resemble all inclusive vacation resorts. One must wonder why DB failed to include such comps in their evaluation. The specific Precedent Transactions chosen for analysis are also alarming. Three of the six Waterpark Hotel Transactions considered were WOLF properties--two of those transactions involved the original concept smaller properties which WOLF was shedding. One of the other comps was the Sheboygan Blue Harbor Resort--also a concept being abandoned by WOLF (Solicitation page 35). Among the DB Theme Park Transactions is included the Cedar Fair acquisition of Six Flags World of Adventures. Cedar Fair eliminated the animal park, later completely closed the dry side of the theme park, and currently operates only a waterpark on the site. Many believe Cedar Fair acquired this park primarily to eliminate a Cedar Point competitor. Thus, it is an odd choice as a comparison. As I said at the outset of the Apollo offer, "This could get FUN." And it has.
  3. Leland Wykoff
    Once again, the Wisconsin State Journal has an excellent article on the increased Apollo bid: http://host.madison.com/wsj/business/deal-to-buy-great-wolf-approved-after-apollo-increases-offer/article_bb25e032-7ff9-11e1-98d0-001a4bcf887a.html While the increase by Apollo of $1.75 per share is dramatic, I predict we are not yet at the end of proper valuation of WOLF. No. Much more room to go.
  4. Leland Wykoff
    Today the Wisconsin State Journal has another excellent article and featuring new developments: http://host.madison.com/wsj/business/large-shareholder-calls-on-great-wolf-board-to-consider-better/article_bb25e032-7ff9-11e1-98d0-001a4bcf887a.html HG Vora Capital, an owner of 12.3% of the Great Wolf shares, has asked the Board to rescind the poison pill provisions. The stock closed at $6.58 Thursday, up 15.4% from Wednesday's close.
  5. Leland Wykoff
    Bubble, bubble, toil and trouble: Here is an excellent review of the recent WOLF/Apollo/KSL merger news. This article is by Judy Newman who has been avidly following, and quite capably writing on, the developing Great Wolf story for several weeks now: http://host.madison.com/wsj/business/great-wolf-stock-jumps-after-unsolicited-second-bidder-enters-ring/article_6073237a-7f31-11e1-9ab1-0019bb2963f4.html Ms. Newman reports just 1.4 million of the 32.9 million outstanding shares have been tendered--far to low for the deal to consummate, which would require approximately 16.5 million shares to be tendered. More shocking is Ms. Newman's report "no notes have been properly tendered" in the offer to debt holders to clear the change of control hurdle--a requirement of the Apollo proposal. Link to the WOLF news release: http://investor.greatwolfresorts.com/file.aspx?IID=4107002&FID=13085184
  6. Leland Wykoff
    Steven Davidoff, the Deal Professor at the New York Times DealBook column has weighed in on the proposal by Apollo to acquire Great Wolf Lodges. This proposed deal has been altered by a competing bid for WOLF at $6.25 per share, or $1.25 higher than the Apollo bid. The shares closed today well above the new offer price, up an additional thirty-five cents per share over the new offer. The Deal Professor makes an interesting observation in his analysis, "Except for requiring the adoption of the poison, which may go too far under Delaware law..." which suggests a bit of a legal problem for WOLF and Apollo may loom in the distance. Here is the link to Professor Davidoff's article: http://dealbook.nytimes.com/2012/04/05/apollo-may-again-face-an-unwanted-battle/ As always, Davidoff is an interesting read and offers insightful analysis. Enjoy the read!
  7. Leland Wykoff
    Great Wolf management would be terribly surprised by this news from a similar type resort in Sevierville Pigeon Forge area of Tennessee: http://www.themountainpress.com/view/full_story/18127417/article--Wilderness-Resorts-target-of-foreclosure-?instance=homeleftlocal_top_stories Foreclosure action on property adjacent to the Wilderness Resorts. Perhaps such a Resort would benefit from association with the Great Wolf Lodge brand?
  8. Leland Wykoff
    Here is a fresh story concerning the new offer: http://www.reuters.c...ketsNews&rpc=43 The time clock is ticking on the Board and Management at Great Wolf. A careful reading of the merger proposal and deal seems to suggest WOLF only reacted to offers that came to it. WOLF apparently did not seek out offers. Woops! WOLF also disclosed in the deal prospectus the business plan to expand by acquiring, re-branding, and/or licensing the operating procedures and intellectual proprieties to other operators was a flawed and unworkable plan. They then discounted the future earnings and operating efficiencies from the forward projections, which one would imagine, reduced the price the company should be sold for. Odd management and the Board felt no growth opportunities existed for the company. Bet Apollo felt just a little bit different about that idea. Here is another good article from the hometown papers of Great Wolf: http://host.madison.com/wsj/business/another-bidder-makes-better-offer-for-great-wolf-resorts/article_ab6e66b6-7ed0-11e1-a9b8-001a4bcf887a.html Likely, this will all be enough to keep the lawyers busy for quite some time.
  9. Leland Wykoff
    As Browntggrr brings to our attention with his link to the story "Apollo Outlines How It Would Reshape Great Wolf's Board" we see the Apollo strategy is to replace leadership and, possibly other management, at the company. Shareholders do not need Apollo to achieve this goal. Shareholders can simply begin undertaking actions to replace board and management members who are sub-par performers. Elections are held each year at WOLF. Shareholders are given the opportunity to vote on every board position each year. Cleaning house is easy. Management contracts expire. Executives may be removed, for cause, without much costs at all. Executives may be asked to resign in the wake of costly and embarrassing gaffs such as failed merger proposals. If push comes to shove executives may be removed and paid severance. Apparently Apollo has a price on Great Wolf's CEO head. The Apollo cut the head off price is just shy of $8 million. Shareholders can get a better bargain than that.
  10. Leland Wykoff
    Pricing model is difficult and a multifaceted puzzle. In seasonal operations prices are always higher as the revenue must cover the capital costs of the down time of the off season. Building, maintenance, and equipment costs continue year round. Revenues must cover those costs year round as well. That said, quality of the experience should be a fair value. Whilst on-park the dining experience is effected by the overall ambiance of the park, specific sub themed area, restaurant design and service style, and of course, cuisine offering. A variety of offerings enhance the overall experience. Having stand-out offerings go quite a way toward enlivening the park and the total guest experience. Examples abound. Who would think of going to Knott's Berry Farm and skipping the chicken? Or how Kennywood has elevated the lowly French Fry to a dish worthy of the cuisine label? Pinks at Cedar Point has done the same--making it not just another hot dog. The fresh baked cinnamon bread at the mill at Dollywood is worth the trip. Pricing is a sticky wicket. The price must be adequate to cover the added costs of seasonal operations. Captive audience pricing also commands a premium. To address Shark6495's question, the park would make more money selling the $12 dollar combo over doubling business with two $6 meals. The math makes it simple: two meals revenue $12 minus food cost for two meals would leave less revenue to cover all other costs--known as the "contribution margin"--than one twelve dollar meal minus the food cost of one meal. Thus the park would make more on the $12 meal. The real question becomes the caring capacity of the specific location and if that capacity is adequately being utilized. If utilization is sub par, due primarily to price, revenues and profit can be increased by adjusting price to generate additional sales. Simply lowering prices will not necessarily make more money. Increasing quality and the overall experience for the money is often the better tactic. That drops more dollars to the bottom line.
  11. Leland Wykoff
    Once again it appears Great Wolf has extended the deadline for change in control permission from debt holders. This process is sure going sluggish and may well sink the deal. The mortgage holders do not seem eager to give permission for the Apollo deal. One wonders if the debt is held by some of the same institutions holding large chunks of WOLF stock shares? See story here: http://finance.yahoo.com/news/great-wolf-resorts-inc-extends-123000453.html
  12. Leland Wykoff
    Matt Ouimet is the right hire at the right time. Once again his visionary leadership, which builds upon a solid foundation, respects tradition whilst at the same time looking forward to the future. The balancing of thrill and family friendly elements is brilliant. The new guest services, sales tracking, online web consolidation, and marketing focus and hires is superb. All will meet the twin requirements of significantly improving the guest experience as well as providing superior returns to Unitholders. Beginning the process of visualizing a relationship with the guest, rather than just as a customer, opens a two way street for dialogue and communication. This will strengthen the brand presence and guest response to our offerings. It is getting Cedar Fair on the road to knowing what it takes to create the "best of year experience" now guiding the mission. The improvements to the softer side of the parks will be noticed by guests immediately. Moving away from food to a more cuisine oriented offering will be well received. Making it desirable for guests to stay on-park longer with delectable cuisine will assist in boosting on-park revenues and guest perception of value and new evening entertainment such as Luminosity: Ignite the Nite. Addressing back-of-house issues such as antiquated cash management and turning to customer sales tracking is a must. The new promotion and web presence brings added revenues and additional benefits to guests. Developing phone apps and other services is most exciting. Guests will be thrilled with Cedar Fair's up to date technological hand-held improvements. Improving visual appeals and sight-lines within the parks will make for a more planned and themed ambiance. The addition of two additional Peanuts characters signal a more branded approach to the parks offerings. Great job CEO Ouimet. Hat tip to all those working so hard on the Cedar Fair team to make such a grand transition. Keep up the good vision and work!
  13. Leland Wykoff
    Wednesday WOLF closed up 2 cents at $5.66. This on a down day for the market. In addition to the cooperation of bond holders it appears 50% of shares must be tendered for the merger deal to close. They may be having a bit of trouble on this front as well--the trading price well above offer is the tell on that dynamic. Management must brace itself for an overhaul when this merger fails. Shareholders will be in no mood to coddle those who pushed this deal. It is clear fresh new talent must be brought to bear. Marketing talent to get more heads in beds, and CEO CFO talent to refinance/restructure debt. It seems current management were either not up to the tasks, or not capable of the tasks. Remember WOLF has [or had] large blocks of shares controlled by institutional shareholders. Some of those holders also prevailed in defeating the Cedar Fair deal. Such institutional holders often feel the real value in a distressed company is in unlocking revenue streams and plugging expense holes. They often feel little can be gained by selling out on the cheap to private equity as it robs shareholders of the upside potential [if any]. I concur with The Interpreter and believe this deal to be in trouble. The continued extensions of deadlines does not bode well. Developments should soon dictate the outcome.
  14. Leland Wykoff
    The news surrounding Great Wolf Lodges Apollo proposed merger just keeps getting worse. Bloomberg News is out with a story of just what putting WOLF into the Black would mean for shareholders. http://www.bloomberg.com/news/2012-03-23/leon-black-s-bid-gets-no-respect-as-great-wolf-surges-real-m-a.html As an example of the inadequacy of the Apollo offer Bloomberg offers up "The stock rose again today and is now 12 percent higher than the offer, more than any agreed- upon deal in the U.S., according to data compiled by Bloomberg." Mean while, back on the ranch, Great Wolf and CEO Kimberly Schaefer are strangely quiet. Ms. Schaefer has given new spin to being the "Undercover Boss." Schaefer continues to stand by her pronouncement, when the deal was first hatched, the $5.00 deal offered “compelling opportunity for shareholders.” Oddly enough, Schaefer may have hit the nail on the head with this statement, shareholders have been presented a "compelling opportunity" to refuse to tender shares and thus perhaps end this abusive merger offer. Like Cedar Fair the future of Great Wolf may best be left in the hands of the current shareholders. The potential to improve the company performance lies in getting more heads in beds and refinancing/restructuring debt. These are challenges an appropriate management team, possessing the right skill set, should be more than able to conquer. It is looking more and more like the real challenge at Great Wolf Lodges will be addressing the management deficiencies. After all, is that not the primary strategies Apollo would employ? Investors do not need Apollo to clean out the executive suite. Investors can achieve that task simply by holding its Directors feet to the fire. Goddess knows Cedar Fair experience has taught us all that lesson well.
  15. Leland Wykoff
    The New York Post is reporting a battle between Apollo Management and shareholders at Great Wolf Lodges: http://www.nypost.co...fsCtXyJVspFQLMK The opening paragraph of the NYPost story, in reference to the recent failed Apollo attempt to take Cedar Fair private, speaks volumes, "Leon Black’s Apollo Global Management must be hoping that history does not repeat itself." Why is Apollo once again at odds with shareholders? Shareholders may not wish to surrender the upside potential at Great Wolf just as the light at the end of the tunnel is coming into focus. The deal discounts any "tax loss credit" advantage--and thus many believe it to be significantly under priced. Many shareholders know the best returns are not necessarily to be found in selling out to private equity funds. Shareholders question sweet-heart deals made to retain and reward current management with bonuses when deals close. What challenges does Apollo face to consummate this deal? The deal calls for fifty percent of the shares to be tendered at the $5.00 offer price or the deal is off (as I understand the documents--keep in mind I am not a lawyer--never even played one on television). This is a high hurdle when approximately 50% of the share float was recently held by institutional investors and many of those institutions insist share have a today value in the $8 to $9 range. Great Wolf shares continue to briskly trade at prices well above the offered tender price--closing Thursday at $5.52 a share. About half of the share float has changed hands since the merger announcement. One must wonder, "who is buying all those shares, and why would they pay more than $5.00 each?" You can pretty well bet the answer is not, "So they can transfer them in a $5.00 tender taking and be rewarded with a fifty-plus cents loss per share." That works out to an annualized loss in the neighborhood of 260%. What if shares are being acquired by the institutions already holding shares? What if a significant number of retail investors decide not to tender shares? Doing the math it seems a strong possibility Apollo may not reach the threshold of 50% required to effect the merger. What does Great Wolf have to say? Bloomberg reports managements stated belief, "the sale would maximize shareholder value." What does Apollo have to say? The NY Post reports, "An Apollo spokesman declined comment." Ah, right. Sounds a lot like the proposed Cedar Fair Apollo marriage.
  16. Leland Wykoff
    Great Wolf Lodges seems to have stumbled into a briar patch. Tuesday WOLF shares closed at $5.46. Almost a 10% premium above the Apollo offer price. Approximately half the WOLF share float has traded above the offer price since the announcement of the proposed merger. PWK Partners, a significant WOLF shareholder, has announced "serious concerns" with the proposed acquisition and has sent the Board of Directors a sternly worded letter and asking for an immediate withdraw of the recommendation to merge with Apollo. Tellingly PWK also asks for the Poison Pill to be redeemed. Perhaps signaling an interest in acquiring a larger percentage of the company. The PWK letter outlines the financial rational for calling off the proposed merger and offers an insightful view of the likely future of WOLF. They laboriously review RevPAR positive trends, strength of the company through the Great Recession, prospective growth areas, significant cost savings-- refinancing of debt would shave off more than $13 million annually by 2015, all the while improving the balance sheet. Great Wolf Lodge management continues to bury its head in the sand like an ostrich and is failing to respond to shareholders with questions or concerns. This strategy is not wise. Most likely it will lead to a much more antagonistic and activist shareholder base. They could have at least learned that from the Cedar Fair Apollo debacle. A situation they must have plenty of knowledge about considering two of former Cedar Fair CEO Richard Kinzel's kids hold significant positions with Great Wolf. More law firms are circling, investigating, filing, and preparing to file additional actions. Investors are agitated. Institutional holders are beginning the siren call for board positions. Neuberger Berman Group LLC, the fifth largest WOLF shareholder, is reported to value Great Wolf at $8.00 to $9.00 per share. Cedar Fair investors will recall Neuberger Berman as a significant holder who agitated and voted against that Apollo merger. It appears NB is peeking its head out once more. Other observers see a hidden value in the losses which WOLF has incurred in the past. They suggest tax advantages of those losses may be quite significant but are not acknowledged in the pricing of the current Apollo offer. It is simply unclear what Apollo can bring to the table to improve the company that prudent management practices and initiatives could not also deliver to current shareholders. It appears Apollo wants WOLF, but shareholders do not want Apollo. Apollo is in search of a bargain. That alone should tip-off shareholders to the real value of the company. The payoff bargain for shareholders may be to retain the company and improve management. Given WOLF's performance in the recent tough economic times, and its ability to maintain occupancy and Average Daily Revenues per room, well, it seems not to be an opportune time to sell at a fire sale price. Apollo knows the numbers and sees the light of day. Shareholders may be well advised to think as smart as Apollo--and reject this offer.
  17. Leland Wykoff
    Interesting. Does this new technology offer any advantage by lowering costs? Cost of manufacture? Cost of design? Installation costs? Erection costs? What about short and long term maintenance costs? Any insights you can offer would be appreciated. Luff.
  18. Leland Wykoff
    Merlin Entertainment continues the push to expand into retail and localized amusement business with Legoland brand. They have now opened a new store in the upscale Atlanta mall Phipps Plaza. Story below gives many details: http://www.knoxnews.com/news/2012/mar/17/atlanta-pieces-together-legoland-in-buckhead/
  19. Leland Wykoff
    Great Wolf Lodge closed Thursday at $5.44, increasing the gulf between the market value and the Apollo take-private offer price. Great Wolf has begun sending out tender offers to some shareholders who hold the stock in street name. Management has been rather quiet and has offered little or no additional information concerning the low-ball Apollo offer. More law firms are entering the fray.
  20. Leland Wykoff
    Great Wolf Lodges, the largest owner and operator of in-door water park resorts, has recommended to shareholders the sale of the company to private equity firm Apollo Management at just $5.00 per share. WOLF closed at $5.32 per share Tuesday, the day of the announcement, or thirty-two cents above the offer price. Apollo Management attempted to take Cedar Fair (FUN) private approximately eighteen months ago in a deal priced at $11.50 per Unit. Unitholders fought that acquisition and prevailed in defeating the sale, about a year ago. Tuesday Cedar Fair units closed at $29.82 and enjoys a dividend yield of 5.5%. Unitholders succeeded in replacing the CEO, Board Chair, CFO, various VP's, board members, and forcing the refinancing of debt, the restoration of a dividend--which will substantially increase next year, holding two Special Called Unitholder Meetings, and seeing new management totally redirect promotion/advertising spending to better leverage those costs. Come what may of the proposed Apollo acquisition of Great Wolf Lodge, those in the Travel and Tourism industry should watch the transaction carefully. This deal may tip the hand and show the cards of the overall health or lack of health of large water park resort operators. Note the failure of WOLF to earn a profit--even on increased revenues and reduced expenses. And this from perhaps the most cost savvy and revenue aware operator in the business. True the past year has seen tremendous improvements. WOLF has reduced costs, shed under productive and upside down resorts, and increased revenues and occupancy. WOLF has operating partnerships/agreements with Ripley's Entertainment, controls valuable service/trade marks, and owns MagiQuest and Scoooops Kids Spa stand alone concepts/brands. Over capitalized projects, particularly those with high fixed cost ratios, remain a risk. It is the paradox of the "big box" wherein the business is very profitable at a high occupancy/utilization/revenue level but looses money hand-over-fist with small revenue/occupancy/utilization depletion. it is much the problem shared by airlines--a highly perishable product exhibiting both high fixed costs and low variable costs. Hotels suffer this same perish-ability of product and cost structure, as do amusement parks. Note, Apollo is acquiring and renovating hotels across the country. How will the proposed acquisition shake-out? Hard to say at this point. But I am evaluating my WOLF holdings. It could get FUN.
  21. Leland Wykoff
    Many Luminosity: Ignite the Night details emerge in this story at The Toledo Blade: http://www.toledoblade.com/business/2012/03/13/Details-come-to-light-on-new-park-attraction.html If the Cedar Point Luminosity introduction is successful, CF plans to roll out the experience to all its parks.
  22. Leland Wykoff
    Dollywood and Skyline Eco Adventures have settled a lawsuit in which Skyline alleged Dollywood breached the contract by allowing damage to ziplines. In the settlement Dollywood will acquire the interest of Skylines ziplines on park from the Hawaii operator. The zipline operations were reported to be interrupted last season when a tree fell onto and damaged one of the ziplines. That damage is believed to have been caused as a complication of the installation of the new coaster WildEagle. Few details of the dismissal with prejudice of the lawsuit have been released, other than to stipulate no blame was accepted by either party.
  23. Leland Wykoff
    SeaWorld has inaugurated a Free All-Day Dining option when purchasing a full price park admission. Some exclusions apply, such as, advanced three day purchase requirement, wrist band requirement, no sharing, meals available only in certain restaurants and park locations, not take-away food, alcohol beverages not included, among other restrictions. Meals are unlimited but must be consumed thirty minutes prior to park closing times. Offer is good thru August 31, 2012. For more details and promotional materials please see: http://seaworldparks.com/seaworld-orlando/pages/eat-free?utm_source=Accuen&utm_medium=Display&utm_term=SourceMarketDisplay&utm_campaign=SWF12DomesticSource
  24. Leland Wykoff
    Sandusky Register posts story concerning court ruling: http://www.sanduskyregister.com/sandusky/news/cedar-point-ex-exec-falfas-wont-get-job-back Interesting read.
  25. Leland Wykoff
    Jack Falfas has been awarded $2 million plus by court for removal from previous job at Cedar Fair. The new court order vacates the ruling of the arbitration panel which ordered Falfas returned to his job. The court cites case law which establishes job return orders are not allowed. Stacy Froley is quoted by the Sandusky Register in response to the breaking news. Froley would not comment as to the economic damage CF must ultimately pay Falfas. However, the court did order payment from the time of Falfas departure til the end of his contract term in November 2012. Falfas or CF can appeal the decision. While reported in the Sandusky Register the news has not, as yet, been posted to their website. However, I have called to verify the story with the Register, and requested they post this story. I had the pleasure of having the story read to me over the phone as a verification of the following report: http://geaugalaketoday.freepowerboards.com/viewtopic.php?f=8&t=2564 Hat tip, and congratulations to, CoasterDad at Geauga Lake Today for web breaking this story. Great catch! UPDATE: The SanduskyRegister.com site should have the full story posted no later than Sunday afternoon. Perhaps earlier.
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