UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event report): ~~July~~August 179, 2013 (August 6, 2013)

~~Great~~GREAT ~~Wolf~~WOLF ~~Resorts~~RESORTS, ~~Inc~~INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-35458	51-0510250
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)
525 Junction Road, Suite 6000 South, Madison, Wisconsin		~~53717~~5371 7
(Address of principal executive offices)		(Zip Code)

(608) 662-4700

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, 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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Great~~General Wolf Resorts, Inc. (the “Company”) announced today that it intends to enter into a new $420 million senior secured credit facility (the “New Facility”), subject to market and other conditions. The New Facility is expected to consist of a $320 million term loan B facility and a $100 million revolving credit facility.

~~The~~On August 6, ~~net~~2013, ~~proceeds~~Great ~~from~~Wolf ~~the~~Resorts, ~~New~~Inc. ~~Facility~~(“GWRI”), ~~will~~entered beinto ~~used~~a tocredit agreement (~~a) refinance~~the ~~all~~“Credit ofAgreement”) governing the ~~outstanding~~senior 10secured credit facilities, consisting of a $320.~~875%~~0 ~~first~~million ~~mortgage~~term ~~notes~~loan ~~due~~B ~~2017~~facility ~~(the~~which matures on ~~“Notes”)~~August 6, ~~issued~~2020 byand ~~GWR~~a ~~Operating~~$100.0 ~~Partnership~~million revolving credit facility which matures on August 6, ~~L.L.L.P.~~2018, with a syndicate of lenders and ~~Great~~Deutsche ~~Wolf~~Bank ~~Finance~~AG ~~Corp.~~New York Branch, as administrative agent, collateral agent, swingline lender and ~~(b) refinance~~L/C ~~the~~issuer. The ~~outstanding~~material ~~indebtedness~~terms ~~under~~and ~~the~~conditions ~~existing~~of the senior secured credit ~~facility~~facilities ofare ~~Great~~summarized ~~Wolf~~below. ~~Lodge~~The description of the ~~Carolinas~~Credit Agreement, ~~LLC~~and ~~(the “Carolinas~~guarantees ~~Credit~~and ~~Facility”).~~collateral ~~Any~~arrangements ~~net~~thereunder, ~~proceeds~~contained ~~remaining~~herein ~~from~~is qualified in its entirety by reference to the ~~New~~full ~~Facility~~text of the Credit Agreement, Guarantee Agreement and Collateral Agreement, which are ~~expected~~attached tohereto beas ~~used~~Exhibits ~~for~~10.1, ~~general~~10.2 ~~corporate~~and ~~purposes~~10.3.

~~The~~Scheduled ~~Company~~Amortization isPayments in discussions with lenders regarding the New Facility; however, there can be no assurances that it will be able to enter into the New Facility in the time frame or on the terms it expects, or at all. Likewise, there can be no assurance that the Company will complete the redemption of the Notes or the refinancing of the Carolinas Credit Facility.

~~This~~The ~~Report~~term ~~shall~~loan ~~not~~B ~~constitute~~facility aprovides for ~~notice~~quarterly amortization payments totaling 1.00% per annum of ~~redemption~~the original principal amount of the ~~Notes~~term loan B facility, with the balance payable on the final maturity date.

~~Note:~~Voluntary ~~The information~~Prepayments ~~contained~~and inReduction ~~this~~and ~~Report~~Termination ~~shall not be deemed “filed” for purposes~~ of ~~Section 18~~Commitments of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

~~Forward-Looking~~The ~~Statements~~terms of the senior secured credit facilities allow GWRI to prepay loans and permanently reduce the loan commitments under the senior secured credit facilities at any time, subject to the payment of customary LIBOR breakage costs, if any, provided that, in connection with certain refinancing or repricing of the term loan B facility on or prior to the date that is six months after the closing date of the Credit Agreement, a prepayment premium of 1.00% will be required.

~~Statements~~Interest herein regarding the Company’s intent to enter into the New Facility, to redeem all of the Notes and to repay the Carolinas Credit Facility constitute “forward-looking statements” as defined in the federal securities laws. Forward-looking statements may be identified by words such as “believe,” “expects,” “anticipates,” “projects,” “intends,” “should,” “estimates” or similar expressions. Such statements are based upon current beliefs, expectations and assumptions and are subject to significant risks and uncertainties. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements. The Company believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless required by law. Past financial or operating performance is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results or future period trends.

~~Additional factors~~The ~~that~~interest ~~may~~rates ~~affect~~with ~~future~~respect ~~results~~to ~~are~~loans ~~contained~~to inGWRI under the ~~Company’s~~term ~~filings~~loan ~~with~~B ~~the~~facility ~~Securities~~ and ~~Exchange~~revolving ~~Commission~~credit ~~(the~~facility ~~“SEC”)~~are based on, ~~including~~at ~~its~~GWRI’s option, ~~Annual~~(a) (x) ~~Report~~the ongreater ~~Form~~of ~~10-K~~adjusted ~~for~~LIBOR ~~the~~and ~~year~~1.0% ~~ended~~plus ~~December~~(y) ~~31,~~an ~~2012,~~interest ~~which~~margin ~~are available~~of at3.5% or (b) (x) the ~~SEC’s~~greatest ~~Web~~of ~~site~~(i) the ~~http://www.sec.gov.~~Federal ~~The~~Funds ~~information~~Effective ~~set~~Rate ~~forth~~plus ~~herein~~0.5%, ~~speaks~~(ii) Deutsche ~~only~~Bank asprime ofrate ~~the~~and ~~date~~(iii) 2.0% plus ~~hereof,~~(y) an ~~and~~interest ~~any~~margin ~~intention~~of or2.5%. ~~obligation~~The tointerest ~~update~~margins ~~any~~under ~~forward-looking~~the ~~statements~~senior assecured acredit ~~result~~facilities ofare ~~developments~~subject ~~occurring~~to ~~after~~reduction ~~the date~~based ~~hereof~~on isachievement ~~hereby~~of ~~disclaimed~~specified ~~unless~~first ~~required~~lien bysecured ~~law~~leverage ratios.

Guarantees and Collateral

GWRI’s obligations under the senior secured credit facilities and under any cash management, interest rate protection or other hedging arrangements entered into with a lender or any affiliate thereof are guaranteed by Great Wolf Resorts Intermediate Holdings, LLC (“Holdings”), which is the direct parent of, and wholly owns, GWRI, and each of GWRI’s existing and subsequently acquired or organized wholly-owned domestic subsidiaries, subject to certain exceptions.

Subject to certain exceptions, the senior secured credit facilities are secured to the extent legally permissible by substantially all of the assets of (1) Holdings, including a perfected pledge of all of the equity interests of GWRI, and (2) GWRI and the subsidiary guarantors, including but not limited to: (a) a pledge of substantially all capital stock held by GWRI or any guarantor and (b) a perfected security interest in substantially all tangible and intangible assets of GWRI and each guarantor.

Covenants

The senior secured credit facilities contain affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants in the senior secured credit facilities include, among other things, limitations (subject to exceptions) on the ability of GWRI and its restricted subsidiaries to:

•

declare dividends and make other distributions;

•

redeem or repurchase capital stock;

•

grant liens;

•

make loans or investments (including acquisitions);

•

merge or enter into acquisitions;

•

sell assets;

•

incur additional indebtedness;

•

prepay, redeem or repurchase certain indebtedness;

•

modify the terms of certain debt;

•

restrict dividends from subsidiaries;

•

change the business of GWRI or its subsidiaries; and

•

enter into transactions with their affiliates.

In addition, the revolving credit facility (to the extent that more than 35% of the revolving credit facility is outstanding (including outstanding swingline loans and letters of credit)) requires GWRI to maintain a maximum first lien secured leverage ratio.

Events of Default

The events of default under the senior secured credit facilities include, without limitation, nonpayment, material misrepresentation, breach of covenants, insolvency, bankruptcy, certain judgments, change of control (as defined in the Credit Agreement governing the senior secured credit facilities) and cross-events of default on material indebtedness.

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Existing Senior Secured Credit Facilities

On August 6, 2013, the net proceeds received by GWRI from the senior secured credit facilities under the Credit Agreement, together with other cash available to GWRI, were used to, among other things, repay the credit facility of Great Wolf Lodge of the Carolinas, LLC, a subsidiary of GWRI, under a credit agreement, dated as of July 15, 2011 and as subsequently amended, among Great Wolf Lodge of the Carolinas, LLC, the lenders from time to time party thereto, and Crédit Agricole Corporate and Investment Bank, as agent.

Satisfaction and Discharge of Indenture

On August 6, 2013, GWR Operating Partnership, L.L.L.P. and Great Wolf Finance Corp. (together, the “Issuers”) provided notice to U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), pursuant to the Indenture, dated as of April 7, 2010 (as supplemented by the First Supplemental Indenture, dated as of May 28, 2010, and the Second Supplemental Indenture, dated as of April 30, 2012) by and among the Issuers, the guarantors party thereto, the Trustee and the Collateral Agent (the “Indenture”), that the Issuers had elected to redeem all of their outstanding 10.875% First Mortgage Notes due 2017 issued under the Indenture (the “Notes”), at a redemption price of 100% plus a make-whole premium, plus accrued and unpaid interest, on September 5, 2013 (the “Full Redemption”). On August 6, 2013, the Issuers, the Trustee and the Collateral Agent entered into a Satisfaction and Discharge Agreement whereby the Issuers caused to be irrevocably deposited with the Trustee, to satisfy and to discharge the Issuers’ obligations under the Indenture, proceeds from the Credit Agreement described in Item 1.01 above in an amount sufficient to effect the Full Redemption on September 5, 2013.

The description of the Satisfaction and Discharge Agreement contained herein is qualified in its entirety by reference to the full text of the Satisfaction and Discharge Agreement, which is attached hereto as Exhibit 10.4.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number		Description

10.1		Credit Agreement, dated August 6, 2013, among Great Wolf Resorts Intermediate Holdings, LLC, Great Wolf Resorts, Inc., the lenders party thereto from time to time, Deutsche Bank AG New York Branch, as administrative agent, collateral agent swingline lender and L/C issuer, Deutsche Bank Securities Inc., Barclays Bank PLC, and Goldman Sachs Bank USA, as joint lead arrangers, Deutsche Bank Securities Inc., Barclays Bank PLC, and Goldman Sachs Bank USA, as joint bookrunners, Barclays Bank PLC and Goldman Sachs Bank USA, as co-syndication agents, and Barclays Bank PLC, and Goldman Sachs Bank USA, as co-documentation agents.

10.2		Guarantee Agreement, dated as of August 6, 2013, by and among Great Wolf Resorts Intermediate Holdings, LLC, the subsidiaries of Great Wolf Resorts, Inc. identified on the signature pages thereof and Deutsche Bank AG New York Branch, as administrative agent and collateral agent

10.3		Collateral Agreement, dated as of August 6, 2013, among Great Wolf Resorts Intermediate Holdings, LLC, Great Wolf Resorts, Inc. and each subsidiary of Great Wolf Resorts, Inc. identified therein and Deutsche Bank AG New York Branch, as collateral agent

10.4		Satisfaction and Discharge Agreement, dated August 6, 2013, by and among GWR Operating Partnership, L.L.L.P., Great Wolf Finance Corp. and U.S. Bank National Association, as trustee and collateral agent

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.

	Great Wolf Resorts, Inc. (Registrant)
	Great Wolf Resorts, Inc.
Date: July 17, 2013	By:	/s/ William J. Robinson
	(Registrant)
		Name:	William J. Robinson
Date: August 9, 2013	By:	/s/ Gary W. Ferrera
		Title:	Corporate Secretary
		Name: Gary W. Ferrera
		Title: Chief Financial Officer

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