0000898432-15-000098.txt : 20150121 0000898432-15-000098.hdr.sgml : 20150121 20150120212444 ACCESSION NUMBER: 0000898432-15-000098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150121 DATE AS OF CHANGE: 20150120 GROUP MEMBERS: ALEXANDER B. WASHBURN GROUP MEMBERS: COLUMBIA PACIFIC ADVISORS, LLC GROUP MEMBERS: COLUMBIA PACIFIC REAL ESTATE FUND II, L.P. GROUP MEMBERS: DANIEL R. BATY GROUP MEMBERS: STANLEY L. BATY 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: 15537349 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 200 CITY: Seattle STATE: WA ZIP: 98102-3620 BUSINESS PHONE: (206) 728-9063 MAIL ADDRESS: STREET 1: 1910 FAIRVIEW AVENUE EAST STREET 2: STE 200 CITY: Seattle STATE: WA ZIP: 98102-3620 FORMER COMPANY: FORMER CONFORMED NAME: Columbia Pacific Opportunity Fund LP DATE OF NAME CHANGE: 20070509 SC 13D/A 1 sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 17)1
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 200
Seattle, Washington 98102
(206) 728-9063

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 16, 2015
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒.
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)


1                          The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Cusip 756764106
Schedule 13D
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
WASHINGTON
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
5,497,448
 
 
 
 
8
SHARED VOTING POWER
 
 
- 0 -
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,497,448
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,497,448
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
27.69%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 
 
2

Cusip 756764106
Schedule 13D
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
COLUMBIA PACIFIC REAL ESTATE FUND II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
8
SHARED VOTING POWER
 
 
442,533
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
442,533
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
442,533
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.22%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 
 
3

Cusip 756764106
Schedule 13D
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
COLUMBIA PACIFIC ADVISORS, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
WASHINGTON
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
5,497,448
 
 
 
 
8
SHARED VOTING POWER
 
 
442,533
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,497,448
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
442,533
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,939,981
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
29.93%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IA
 
 
 
 
 
4

Cusip 756764106
Schedule 13D
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
ALEXANDER B. WASHBURN
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
5,497,448
 
 
 
 
8
SHARED VOTING POWER
 
 
442,533
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,497,448
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
442,533
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,939,981
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
29.93%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IN
 
 
 
 
5

Cusip 756764106
Schedule 13D
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
DANIEL R. BATY
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
5,497,448
 
 
 
 
8
SHARED VOTING POWER
 
 
442,533
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,497,448
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
442,533
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,939,981
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
29.93%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IN
 
 
 
 
 
6

Cusip 756764106
Schedule 13D
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
STANLEY L. BATY
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
5,497,448
 
 
 
 
8
SHARED VOTING POWER
 
 
442,533
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,497,448
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
442,533
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,939,981
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
29.93%
 
 
 
 
14
TYPE OF REPORTING PERSON*
 
 
IN
 
 
 
 
 
7

Cusip 756764106
Schedule 13D
 
 
This Amendment No. 17 (“Amendment No. 17”) filed jointly by Columbia Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"), Columbia Pacific Real Estate Fund II, LP, a Delaware limited partnership (the “Real Estate 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, and Stanley L. Baty, a U.S. citizen (each a "Reporting Person" and collectively the "Reporting Persons") amends the Schedule 13D (as amended) previously filed by the foregoing (other than the Real Estate Fund) as specifically set forth herein.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
On January 16, 2015, the Real Estate Fund, an affiliate of the Fund, entered into an arrangement with the Issuer, Shelbourne Capital LLC (“Shelbourne”), and Mr. D. Baty whereby the Issuer sold a 45% ownership stake in 12 of its wholly-owned hotels to a joint venture, RL Venture LLC (“RL Venture”), in which the Real Estate Fund holds an indirect ownership interest.  In connection with the transaction, the Issuer issued warrants to purchase 442,533 shares of its common stock (the “Warrant Shares”) to Shelbourne Falcon RLHC Stock Investors LLC (the “JV”), in which the Real Estate Fund has an indirect ownership interest, Mr. D. Baty has an indirect ownership interest, and Shelbourne has an indirect ownership interest.  The Real Estate Fund and Shelbourne share voting and dispositive power with respect to the Warrant Shares.

Mr. Washburn, Mr. D. Baty and Mr. S. Baty serve as the managing members of the Adviser, which is primarily responsible for all investment decisions regarding the investment portfolio of the Fund and the Real Estate Fund.  The shares of Common Stock reported herein are held in the portfolio of the Fund or the Real Estate Fund.
The Real Estate Fund’s principal offices are located at 1910 Fairview Avenue East, Suite 200, Seattle, Washington 98102.  None of Mr. Washburn, Mr. D. Baty and Mr. S. Baty has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).  None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
The Reporting Persons are encouraged about the management team of the Issuer and the strategic direction.  The Reporting Persons believe the joint venture transaction rapidly repositions the Issuer to quickly achieve its growth goals.
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 their entirety by the following:

(a) As of the date hereof, (i) the Fund may be deemed to beneficially own an aggregate of 5,497,448 shares of Common Stock, which constitutes 27.69% of the total number shares of Common Stock outstanding, (ii) the Real Estate Fund may be deemed to beneficially own an aggregate of 442,533 shares of Common Stock, which constitutes 2.22% of the total number of shares of Common Stock outstanding, (iii) the rest of the Reporting Persons may be deemed to beneficially own an aggregate of 5,939,981 shares of Common Stock, which constitutes 29.93% of the total number shares of Common Stock
8

Cusip 756764106
Schedule 13D
 
 
outstanding, in each case as of November 3, 2014, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2014; filed on November 6, 2014.

(c) The Reporting Persons have not made any transactions in the shares of Common Stock on behalf of the Fund or the Real Estate Fund in the past 60 days.

9

Cusip 756764106
Schedule 13D
 
 
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 20, 2015
COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
     
 
By:
Columbia Pacific Advisors, LLC
General Partner
 
       
 
By:
/s/ Alexander B. Washburn
 
 
Name:
Alexander B. Washburn
 
 
Title:
Managing Member
 
 
  COLUMBIA PACIFIC REAL ESTATE FUND II, LP
   
 
By:
Columbia Pacific Advisors, LLC
General Partner
    
 
By:
/s/ Alexander B. Washburn
 
 
Name:
Alexander B. Washburn
 
Title:
Managing Member
 
  COLUMBIA PACIFIC ADVISORS, LLC
         
 
By:
/s/ Alexander B. Washburn
 
Name:
Alexander B. Washburn
 
Title:
Managing Member
 
 
 
/s/ Alexander B. Washburn
 
 
Alexander B. Washburn
 
 
 
/s/ Daniel R. Baty
 
 
Daniel R. Baty
 
 
 
/s/ Stanley L. Baty
 
 
Stanley L. Baty
 
 
 
10