0001399010-11-000104.txt : 20111115
0001399010-11-000104.hdr.sgml : 20111115
20111114192631
ACCESSION NUMBER: 0001399010-11-000104
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20111115
DATE AS OF CHANGE: 20111114
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Red Lion Hotels CORP
CENTRAL INDEX KEY: 0001052595
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
IRS NUMBER: 911032187
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-55145
FILM NUMBER: 111205206
BUSINESS ADDRESS:
STREET 1: 201 W NORTH RIVER DRIVE
STREET 2: SUITE 100
CITY: SPOKANE
STATE: WA
ZIP: 99201
BUSINESS PHONE: 5094596100
MAIL ADDRESS:
STREET 1: 201 W NORTH RIVER DRIVE
STREET 2: SUITE 100
CITY: SPOKANE
STATE: WA
ZIP: 99201
FORMER COMPANY:
FORMER CONFORMED NAME: WESTCOAST HOSPITALITY CORP
DATE OF NAME CHANGE: 20000214
FORMER COMPANY:
FORMER CONFORMED NAME: CAVANAUGHS HOSPITALITY CORP
DATE OF NAME CHANGE: 19980108
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Columbia Pacific Opportunity Fund, L.P.
CENTRAL INDEX KEY: 0001399010
IRS NUMBER: 208451143
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 1910 FAIRVIEW AVENUE EAST
STREET 2: STE 500
CITY: Seattle
STATE: WA
ZIP: 98102-3698
BUSINESS PHONE: (206) 453-0291
MAIL ADDRESS:
STREET 1: 1910 FAIRVIEW AVENUE EAST
STREET 2: STE 500
CITY: Seattle
STATE: WA
ZIP: 98102-3698
FORMER COMPANY:
FORMER CONFORMED NAME: Columbia Pacific Opportunity Fund LP
DATE OF NAME CHANGE: 20070509
SC 13D/A
1
rlh13dfiling20111114.txt
AMENDMENT NO. 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Red Lion Hotels Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
756764106
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 500
Seattle, Washington 98102
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 14, 2011
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
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Cusip No. 756764106 Schedule 13-D Page 2 of 10
1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
5,396,911 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,396,911 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,396,911 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.24% (3)
14. Type of Reporting Person
PN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,911 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,113,698 shares of common stock outstanding as of October 27,
2011, as reported on the Company's Form 10-Q for the period ended September
30, 2011; filed on November 8, 2011.
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Cusip No. 756764106 Schedule 13-D Page 3 of 10
1. Names of Reporting Persons
Columbia Pacific Advisors, LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
5,396,911 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,396,911 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,396,911 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.24% (3)
14. Type of Reporting Person
IA
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,911 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,113,698 shares of common stock outstanding as of October 27,
2011, as reported on the Company's Form 10-Q for the period ended September
30, 2011; filed on November 8, 2011.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 4 of 10
1. Names of Reporting Persons
Alexander B. Washburn (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,396,911 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,396,911 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,396,911 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.24% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,911 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,113,698 shares of common stock outstanding as of October 27,
2011, as reported on the Company's Form 10-Q for the period ended September
30, 2011; filed on November 8, 2011.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 5 of 10
1. Names of Reporting Persons
Daniel R. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,396,911 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,396,911 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,396,911 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.24% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,911 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,113,698 shares of common stock outstanding as of October 27,
2011, as reported on the Company's Form 10-Q for the period ended September
30, 2011; filed on November 8, 2011.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 6 of 10
1. Names of Reporting Persons
Stanley L. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,396,911 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,396,911 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,396,911 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.24% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,911 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,113,698 shares of common stock outstanding as of October 27,
2011, as reported on the Company's Form 10-Q for the period ended September
30, 2011; filed on November 8, 2011.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 7 of 10
1. Names of Reporting Persons
Brandon D. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
5,396,911 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 5,396,911 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,396,911 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
28.24% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 5,396,911 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 19,113,698 shares of common stock outstanding as of October 27,
2011, as reported on the Company's Form 10-Q for the period ended September
30, 2011; filed on November 8, 2011.
--------------------------------------------------------------------------------
Cusip No. 756764106 Schedule 13-D Page 8 of 10
EXPLANATORY NOTE
This Amendment No. 12 amends the Schedule 13D filed jointly by Columbia
Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"),
Columbia Pacific Advisors LLC, a Washington limited liability company (the
"Adviser"), Alexander B. Washburn, a U.S. citizen, Daniel R. Baty, a U.S.
citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen
(each a "Reporting Person" and collectively the "Reporting Persons") with the
Securities and Exchange Commission on June 27, 2008, as amended on February 11,
2009, September 1, 2009, June 16, 2010, July 21, 2010, October 18, 2010,
December 1, 2010, January 20, 2011, May 10, 2011, July 7, 2011, August 29, 2011
and November 14, 2011 with respect to the common stock, par value $0.01 per
share (the "Common Stock") of Red Lion Hotels Corporation (the "Company").
Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the
managing members of the Adviser, which is primarily responsible for all
investment decisions regarding the Fund's investment portfolio. The shares of
Common Stock reported herein are held in the portfolio of the Fund.
Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons constitute a "group" for
any purpose and the Reporting Persons expressly disclaim membership in a group.
Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 4. Purpose of Transaction
Columbia Pacific applauds management for successfully selling fully valued real
estate, reducing debt, and reallocating capital to recently acquire the iStar
lease portfolio. With the hotel portfolio and balance sheet in a stable
position, Columbia Pacific now believes it is time to engage an advisor to run
a full process to sell or liquidate the entire company. Columbia Pacific
intends to be part of this process as a potential acquirer.
Item 5. Interest in Securities of the Issuer
The responses set forth in Items 5(a) and 5(c) of the Schedule 13D are
hereby replaced in its entirety by the following:
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own an aggregate of 5,396,911 shares of Common Stock, which
constitutes 28.24% of the total number shares of Common Stock outstanding as of
October 27, 2011, as reported in the Company's Form 10-Q for the period ended
September 30, 2011; filed on November 8, 2011.
(c) The trading dates, number of shares purchased and sold and price per
share for all transactions in the shares of Common Stock during the past 60 days
by the Reporting Persons on behalf of the Fund were all effected in unsolicited
broker transactions on the New York Stock Exchange as set forth in Exhibit A.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Schedule of Transactions in the shares of Common Stock by the Fund
during the past 60 days.
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Cusip No. 756764106 Schedule 13-D Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 14, 2011 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of
Columbia Pacific Advisors, LLC, its
general partner
Dated: November 14, 2011 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: November 14, 2011 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: November 14, 2011 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: November 14, 2011 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: November 14, 2011 /s/ Brandon D. Baty
Brandon D. Baty (1)
________________
(1) This Amendment is being filed jointly by the Fund, the Adviser, Alexander
B. Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty pursuant to
the Joint Filing Agreement dated August 6, 2009 and included with the
signature page to the Fund's Schedule 13D with respect to the Company filed on
September 1, 2009 and incorporated by reference herein.
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Cusip No. 756764106 Schedule 13-D Page 10 of 10
Exhibit A
TRANSACTIONS IN THE SHARES BY THE FUND DURING THE PAST 60 DAYS
Date of Number of Shares Approximate
Transaction Purchased Price per Share
09/16/2011 4,300 $6.98
09/19/2011 4,082 $6.85
09/20/2011 8,865 $6.80
09/21/2011 9,500 $6.73
09/22/2011 12,700 $6.44
09/23/2011 3,600 $6.42
09/26/2011 5,194 $6.51
09/27/2011 4,100 $6.73
09/28/2011 10,659 $6.60
09/29/2011 7,300 $6.66
09/30/2011 10,523 $6.71
10/03/2011 9,400 $6.48
10/04/2011 748 $6.57
10/05/2011 7,000 $7.01
10/06/2011 4,600 $6.98
10/07/2011 15,197 $6.92
10/10/2011 5,200 $6.98
10/11/2011 2,600 $6.97
10/12/2011 5,200 $6.96
10/13/2011 3,400 $6.86
10/14/2011 7,100 $6.93
10/17/2011 5,900 $6.69
10/18/2011 1,627 $6.82
10/19/2011 5,255 $6.75
10/20/2011 742 $6.80
10/21/2011 9,700 $6.87
10/24/2011 2,253 $6.95
10/25/2011 3,396 $6.74
10/26/2011 3,500 $6.81
10/27/2011 5,701 $7.00
10/28/2011 2,200 $7.10
10/31/2011 3,700 $7.01
11/01/2011 5,700 $6.80
11/02/2011 1,100 $6.98
11/03/2011 1,400 $7.10
11/04/2011 5,300 $7.20
11/07/2011 5,000 $7.06
11/08/2011 2,900 $6.97
11/09/2011 6,353 $6.78
11/10/2011 10,700 $6.80
11/11/2011 10,600 $6.64
11/14/2011 3,500 $6.58