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): ~~June~~July 121, 2013

Diamond Resorts Corporation

(Exact name of registrant as specified in its charter)


Maryland	333-172772	95-4582157
(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))

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~June~~July 121, 2013, ~~DPM Acquisition, LLC (the “Buyer”), an unrestricted subsidiary of~~ Diamond Resorts ~~Corporation (including its successors and assigns~~International, Inc. (the “Company”), entered into ana ~~Asset~~transaction ~~Purchase~~agreement ~~Agreement~~ with ~~each~~Island ~~of Monarch Owner Services~~One, ~~LLC,~~Inc. ~~Resort Services Group, LLC~~ and ~~Monarch~~Crescent ~~Grand Vacations Management~~One, LLC (~~collectively~~together, the “~~PMR~~Island ~~Service~~ One Companies”), and ~~the~~Timeshare ~~owner~~Acquisitions, ofLLC, ~~such~~the ~~entities.~~existing ~~Each~~owner of the ~~PMR~~Island ~~Service~~One Companies ~~provides various management services to~~ (the ~~resorts~~“Island ~~and~~One ~~the~~Equityholder”), ~~collection~~pursuant ~~added~~ to which the Company’s ~~network~~is ~~through~~to ~~its~~acquire ~~acquisition~~all of ~~assets~~the ofequity ~~Pacific~~interests ~~Monarch Resorts, Inc.~~ in ~~May 2012 (~~the ~~“PMR~~Island ~~Acquisition”)~~One Companies. InThe Island ~~connection~~One ~~with~~Companies ~~the~~operated ~~closing~~a ofvacation ~~the PMR Acquisition in May 2012~~ownership, ~~the~~hospitality ~~Company~~ and ~~certain~~resort ofmanagement ~~its~~business ~~subsidiaries~~that ~~entered~~emerged ~~into~~from ~~various~~Chapter ~~agreements~~11 ~~(the~~bankruptcy ~~“PMR~~in ~~Service~~July ~~Companies Agreements”) with the PMR Service Companies and the owner of such entities~~2011. ~~The~~Since ~~PMR~~their ~~Service~~emergence, ~~Companies and~~ the ~~owner~~Company ofhas ~~such entities~~ provided ~~management,~~sales ~~collection~~ and ~~reservation~~marketing services ~~for~~and ~~certain~~homeowner association ofmanagement ~~the~~oversight ~~resorts~~services ~~owned~~to byIsland ~~Pacific Monarch Resorts~~One, Inc., and ~~certain~~on ofMay 8, ~~its affiliates~~2013, ~~prior~~the toCompany ~~their~~entered ~~bankruptcy~~into ~~filing.~~definitive ~~Pursuant~~documents to ~~the~~operate ~~PMR Service Companies Agreements,~~ the ~~Company~~business ~~agreed~~of ~~that~~ the ~~PMR~~Island ~~Service~~One Companies ~~and~~prior to the ~~owner~~closing of ~~such~~the ~~entities~~acquisition ~~would~~contemplated ~~continue~~by tothe Transaction ~~provide~~Agreement. ~~such~~Upon ~~services~~the toclosing of the ~~resorts~~acquisition, ~~and~~which ~~the~~is ~~collection added~~subject to ~~the~~and ~~Company’s~~conditioned ~~network~~upon by the ~~PMR~~occurrence ~~Acquisition,~~of ~~subject~~a tochange ~~the~~of ~~Company’s~~control ~~oversight,~~or ~~following the~~ consummation of ~~the~~an ~~PMR~~initial ~~Acquisition.~~public ~~Pursuant~~offering with respect to the ~~Asset~~Company ~~Purchase~~(a ~~Agreement,~~“Triggering ~~the~~Event”) ~~Buyer~~and subject ~~has agreed~~ to ~~purchase~~customary ~~resort~~closing ~~management agreements~~conditions, ~~for~~the ~~such~~Company ~~resorts~~will ~~and~~acquire ~~collection~~management contracts, asunsold ~~well~~vacation asownership ~~accounting services agreements~~interests, ~~billing~~a ~~and~~portfolio ~~collection~~of ~~services~~consumer ~~agreements~~loans and other assets ofowned by the ~~PMR~~Island ~~Service~~One Companies, ~~subject~~adding tonine ~~and~~additional ~~conditioned~~managed ~~upon~~resorts to the ~~occurrence~~Company’s ofresort anetwork ~~change~~and ofmore ~~control~~than ~~or consummation~~25,000 ofowner-families ~~an initial public offering with respect~~ to the Company’s (aownership ~~“Triggering Event”) and subject to customary closing conditions~~base.

Pursuant to the terms of the ~~Asset~~Transaction ~~Purchase~~ Agreement, the purchase price for the ~~PMR~~Island ~~Service~~One Companies’ ~~assets~~ is based upon a formula derived from, among other things, ~~an agreed-upon~~ adjusted EBITDA ~~amount~~ for the ~~PMR~~Island ~~Service~~One Companies for the ~~12-month~~year ~~period~~ ended ~~March~~December 31, ~~2013~~2012, and a multiple derived from such factors as the Company’s ~~total~~valuation ~~enterprise value~~ (based upon the applicable Triggering-Event) and the consolidated adjusted EBITDA of Diamond Resorts Parent, LLC and its subsidiaries for the 12-month period ended March 31, 2013. ~~Pursuant to the Asset Purchase Agreement, prior to the closing of the acquisition, the Buyer will deposit into escrow 3% of the~~ purchase price, which will be held to satisfy adjustments to the purchase price in favor of the Buyer pursuant to the terms of the Asset Purchase Agreement and claims for indemnification by the Buyer, its subsidiaries or affiliates, all in accordance with the terms of an escrow agreement. The Buyer has also agreed to assume specified liabilities related to the assets to be acquired pursuant to the Asset Purchase Agreement.

The foregoing description of the ~~Asset~~Transaction ~~Purchase~~ Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ~~Asset~~Transaction ~~Purchase~~ Agreement filed herewith as Exhibit 2.1, which is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		~~Asset~~Transaction ~~Purchase~~ Agreement, dated as of ~~June~~July 121, 2013, among ~~DPM~~Diamond ~~Acquisition~~Resorts International, ~~LLC~~Inc., ~~Resort~~Island ~~Services Group~~One, ~~LLC~~Inc., ~~Monarch~~Crescent ~~Owner Services~~One, LLC, ~~Monarch~~and ~~Grand~~Timeshare ~~Vacations Management~~Acquisitions, LLC~~, and Mark Post~~.†

†	Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted exhibits and schedules to the Securities and Exchange Commission upon request by the Commission.

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 Corporation
June 18, 2013	By:	/s/ David F. Palmer
July 8, 2013	By:	/s/ David F. Palmer
	Name:	David F. Palmer
	Title:	President and Chief Executive Officer

Exhibit Index

Exhibit No.		Description
2.1		~~Asset~~Transaction ~~Purchase~~ Agreement, dated as of ~~June~~July 121, 2013, among ~~DPM~~Diamond ~~Acquisition~~Resorts International, ~~LLC~~Inc., ~~Resort~~Island ~~Services Group~~One, ~~LLC~~Inc., ~~Monarch~~Crescent ~~Owner Services~~One, LLC, ~~Monarch~~and ~~Grand~~Timeshare ~~Vacations Management~~Acquisitions, LLC~~, and Mark Post~~.†

†	Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish the omitted exhibits and schedules to the Securities and Exchange Commission upon request by the Commission.

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