Schedule 13d
| Filed by: | COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. |
| Subject Company: | RED LION HOTELS CP |
| Filed as of Date: | 06/27/2008 |
| View Original Filing on Edgar's | |
|
OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
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|
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No.____________)*
|
Red
Lion Hotels Corporation
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(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)
|
|
April
21, 2008
|
|
(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 ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
|
|
|
Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
|
|
|
* 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 ("Act") 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
No.
|
756764106
|
|
1.
|
NAME
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)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS*
|
|
|
WC
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
|
|
0
|
|
8.
|
SHARED
VOTING POWER
|
|
|
2,313,108
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
2,313,108
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
|
||
| 2,313,108 |
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
CERTAIN
SHARES*
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
12.7%
|
|
14.
|
TYPE
OF REPORTING PERSON
|
|
|
PN
|
||
|
CUSIP
No.
|
756764106
|
|
1.
|
NAME
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)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS*
|
||
|
AF
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
|
||
|
0
|
|||
|
8.
|
SHARED
VOTING POWER
|
||
|
2,313,108
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
2,313,108
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
2,313,108
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.7%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
IA
|
|
CUSIP
No.
|
756764106
|
|
1.
|
NAME
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)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS*
|
||
|
AF
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
United
States
|
|||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|||
|
7.
|
SOLE
VOTING POWER
|
||
|
8.
|
SHARED
VOTING POWER
|
||
|
2,313,108
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
2,313,108
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTINGERSON
|
||
|
2,313,108
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.7%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|
CUSIP
No.
|
756764106
|
|
1.
|
NAME
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)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS*
|
||
|
AF
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
United
States
|
|||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|||
|
7.
|
SOLE
VOTING POWER
|
||
|
0
|
|||
|
8.
|
SHARED
VOTING POWER
|
||
|
2,313,108
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
2,313,108
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
2,313,108
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.7%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|
CUSIP
No.
|
756764106
|
|||||
|
1.
|
NAME
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)
|
[X]
|
|||||
|
3.
|
SEC
USE ONLY
|
|||||
|
4.
|
SOURCE
OF FUNDS*
|
|||||
|
AF
|
||||||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
||||
|
|
||||||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||
|
United
States
|
||||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||||||
|
7.
|
SOLE
VOTING POWER
|
|||||
|
0
|
||||||
|
8.
|
SHARED
VOTING POWER
|
|||||
|
2,313,108
|
||||||
|
9.
|
SOLE
DISPOSITIVE POWER
|
|||||
|
0
|
||||||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|||||
|
2,313,108
|
||||||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
2,313,108
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.7%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|
CUSIP
No.
|
756764106
|
|
1.
|
NAME
OF REPORTING PERSONS
|
||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
|
Brandon
D. Baty
|
|||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
SOURCE
OF FUNDS*
|
||
|
AF
|
|||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
United
States
|
|||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|||
|
7.
|
SOLE
VOTING POWER
|
||
|
0
|
|||
|
8.
|
SHARED
VOTING POWER
|
||
|
2,313,108
|
|||
|
9.
|
SOLE
DISPOSITIVE POWER
|
||
|
0
|
|||
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
2,313,108
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
2,313,108
|
|||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
12.7%
|
|||
|
14.
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
| CUSIP No. | 756764106 |
|
Item
1.
|
Security
and Issuer.
|
|
The
name of the issuer is Red Lion Hotels Corporation, a Washington
corporation (the "Issuer"). The address of the Issuer's offices
is 201 W. North River Drive, Suite 100, Spokane, Washington
99201. This schedule relates to the Issuer's common shares (the
"Shares").
|
|
Item
2.
|
Identity
and Background.
|
|
(a(a-c,
f) This Schedule 13D is being filed by Columbia Pacific Opportunity Fund,
L.P., a Washington limited partnership, Columbia Pacific Advisors LLC, a
Washington limited liability company, 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”). The principal business
address of the Reporting Persons is 1910 Fairview Avenue East, Suite 500,
Seattle, Washington 98102. Columbia Pacific Advisors LLC serves
as the investment manager of Columbia Pacific Opportunity Fund, L.P. (the
“Fund”). Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty
serve as the managing members of the Adviser and are primarily responsible
for all investment decisions regarding each Fund’s investment
portfolio. The Shares reported herein are held in the portfolio
of the Fund.
|
|
(d)
|
None
of Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty has, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
|
|
|
(e)
|
None
of the Reporting Persons have, 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
3.
|
Source
and Amount of Funds or Other Consideration.
|
|
As
of the date hereof Columbia Pacific Opportunity Fund, L.P. may be deemed
to beneficially own 2,313,108 Shares.
As
of the date hereof Columbia Pacific Advisors, LLC may be deemed to
beneficially own 2,313,108 Shares.
As
of the date hereof Alexander B. Washburn may be deemed to beneficially own
2,313,108 Shares.
As
of the date hereof Daniel R. Baty may be deemed to beneficially own
2,313,108 Shares.
As
of the date hereof Stanley L. Baty may be deemed to beneficially own
2,313,108 Shares.
As
of the date hereof Brandon D. Baty may be deemed to beneficially own
2,313,108 Shares.
No
borrowed funds were used to purchase the Shares reported herein, other
than any borrowed funds used for working capital purposes in the ordinary
course of business.
|
|
Item
4.
|
Purpose
of Transaction.
|
|
The
Reporting Persons initially acquired shares of the Common Stock of the
Issuer for investment purposes. The Reporting Persons currently
believe that the Issuer would be better able to realize enhanced value as
a private entity. Accordingly, the Reporting
Persons commenced exploratory discussions with management of the Issuer in
April 2008 regarding a possible transaction whereby the Reporting Persons
would have acquired control of the Issuer. Upon the Issuer’s
request, the Reporting Persons sent a confidential letter to the board of
directors of the Issuer indicating the Reporting Persons’ interest in
continuing discussions and containing a preliminary analysis of what the
Reporting Persons believed constituted fair value for such a transaction
at that time. The Issuer subsequently discontinued discussions
with the Reporting Persons. The Reporting Persons continue to
believe that a transaction whereby the Reporting Persons would acquire
control of the Issuer is in the best interests of the
shareholders. As such, the Reporting Persons have sent a letter
(the “Letter”), attached hereto as Exhibit B, to the Board of Directors of
the Issuer, offering to proceed with the negotiation of the Reporting
Persons acquiring control of the Issuer through a merger.
Other
than as listed above, the Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions enumerated in Item 4 of
the instructions to Schedule 13D.
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
||
|
As
of the date hereof, the Reporting Persons may be deemed to beneficially
own 2,313,108 Shares, or 12.7% of the Shares of the Issuer, based upon the
18,228,271 Shares outstanding as of April 30, 2008, according to the
Issuer’s most recent Form 10-Q filing.
Columbia
Pacific Opportunity Fund, L.P. shares the power to vote or direct the vote
of 2,313,108 Shares to which this filing relates. Columbia
Pacific Opportunity Fund, L.P. has the sole power to vote or direct the
vote of 0 Shares to which this filing relates. Columbia Pacific
Opportunity Fund, L.P. shares the power to dispose or direct the
disposition of the 2,313,108 Shares to which this filing
relates. Columbia Pacific Opportunity Fund, L.P. has the sole
power to dispose or direct the disposition of 0 Shares to which this
filing relates. Columbia Pacific Opportunity Fund, L.P.
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
Columbia
Pacific Advisors, LLC shares the power to vote or direct the vote of
2,313,108 Shares to which this filing relates. Columbia Pacific
Advisors, LLC has the sole power to vote or direct the vote of 0 Shares to
which this filing relates. Columbia Pacific Advisors, LLC
shares the power to dispose or direct the disposition of the 2,313,108
Shares to which this filing relates. Columbia Pacific Advisors,
LLC has the sole power to dispose or direct the disposition of 0 Shares to
which this filing relates. Columbia Pacific Advisors, LLC
specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
Alexander
B. Washburn shares the power to vote or direct the vote of 2,313,108
Shares to which this filing relates. Alexander B. Washburn has
the sole power to vote or direct the vote of 0 Shares to which this filing
relates. Alexander B. Washburn shares the power to dispose or
direct the disposition of the 2,313,108 Shares to which this filing
relates. Alexander B. Washburn has the sole power to dispose or
direct the disposition of 0 Shares to which this filing
relates. Alexander B. Washburn specifically disclaims
beneficial ownership in the Shares reported herein except to the extent of
his pecuniary interest therein.
Daniel
R. Baty shares the power to vote or direct the vote of 2,313,108 Shares to
which this filing relates. Daniel R. Baty has the sole power to
vote or direct the vote of 0 Shares to which this filing
relates. Daniel R. Baty shares the power to dispose or direct
the disposition of the 2,313,108 Shares to which this filing
relates. Daniel R. Baty has the sole power to dispose or direct
the disposition of 0 Shares to which this filing
relates. Daniel R. Baty specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of his
pecuniary interest therein.
Stanley
L. Baty shares the power to vote or direct the vote of 2,313,108 Shares to
which this filing relates. Stanley L. Baty has the sole power
to vote or direct the vote of 0 Shares to which this filing
relates. Stanley L. Baty shares the power to dispose or direct
the disposition of the 2,313,108 Shares to which this filing
relates. Stanley L. Baty has the sole power to dispose or
direct the disposition of 0 Shares to which this filing
relates. Stanley L. Baty specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its
pecuniary interest therein.
Brandon
D. Baty shares the power to vote or direct the vote of 2,313,108 Shares to
which this filing relates. Brandon D. Baty has the sole power
to vote or direct the vote of 0 Shares to which this filing
relates. Brandon D. Baty shares the power to dispose or direct
the disposition of the 2,313,108 Shares to which this filing
relates. Brandon D. Baty has the sole power to dispose or
direct the disposition of 0 Shares to which this filing
relates. Brandon D. Baty specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its
pecuniary interest therein.
Each
of the Reporting Persons has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of, a portion
of the Shares reported herein.
There
have not been any transactions in the Shares effected by the Reporting
Persons in the last 60 days.
|
|||
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
|
to
Securities of the Issuer.
|
|
The
Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the
Shares.
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit
A: Agreement between the Reporting Persons to file
jointly
|
|
|
Exhibit
B: Letter to the Board of Directors of the Issuer dated June 27,
2008
|
SIGNATURE
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.
|
June
27, 2008
|
|
|
(Date)
|
|
|
COLUMBIA
PACIFIC OPPORTUNITY FUND, L.P.
|
|
|
/s/
Alexander B. Washburn
|
|
|
Name:
Alexander B. Washburn
Title:
Managing Member of Columbia Pacific Advisors, LLC, its general
partner
|
|
|
COLUMBIA
PACIFIC ADVISORS, LLC
|
|
|
/s/ Alexander B.
Washburn
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|
|
Name:
Alexander B. Washburn
Title:
Managing Member
ALEXANDER
B. WASHBURN
/s/ Alexander B.
Washburn
|
|
|
DANIEL
R. BATY
/s/ Daniel R. Baty
|
|
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STANLEY
L. BATY
/s/ Stanley L. Baty
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|
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BRANDON
D. BATY
/s/ Brandon D.
Baty
|
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
Exhibit
A
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each
of the undersigned hereby agrees that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership
by each of the undersigned of Common Stock of Red Lion Hotels
Corporation.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original.
Executed
this 27th day of June, 2008.
|
COLUMBIA
PACIFIC OPPORTUNITY FUND, L.P.*
|
|
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/s/
Alexander B. Washburn
|
|
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Name:
Alexander B. Washburn
Title:
Managing Member of Columbia Pacific Advisors, LLC, its general
partner
|
|
|
COLUMBIA
PACIFIC ADVISORS, LLC*
|
|
|
/s/ Alexander B.
Washburn______________________
|
|
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Name:
Alexander B. Washburn
Title:
Managing Member
ALEXANDER
B. WASHBURN*
/s/ Alexander B.
Washburn
|
|
|
DANIEL
R. BATY*
/s/ Daniel R. Baty
|
|
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STANLEY
L. BATY*
/s/ Stanley L. Baty
|
|
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BRANDON
D. BATY*
/s/ Brandon D.
Baty
|
* The
Reporting Persons disclaim beneficial ownership over the securities reported
herein except to the extent of the reporting persons’ pecuniary interest
therein.
Exhibit B
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June
27, 2008
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Chairman
of the Board
Red Lion
Hotels Corporation
820 North
Post Street
Suite
603
Spokane,
WA 99201
Columbia
and various related entities are pleased to submit a non-binding offer to
acquire all of the outstanding shares of Red Lion at cash price of $9.50 per
share, representing a 35% premium to today’s closing price of
$7.05. Any offer would be subject to, among other things, our due
diligence, satisfactory negotiations of the terms and conditions of the merger
agreement including customary schedules on terms reasonable satisfactory to
Columbia, receipt of any necessary governmental, regulatory and third party
approvals, no change in Red Lion’s capitalization, no material adverse change in
Red Lion’s business prospects, results from operations or financial condition,
and discussions with the Red Lion Board and Management.
We
anticipate that our due diligence would be typical for a transaction of this
type. We expect that we can accomplish this due diligence review
within 60 days. We also understand that we would enter into a
confidentiality agreement with Red Lion in connection with the due diligence
process.
We are
prepared to proceed immediately with discussions and our due diligence review in
anticipation of signing a definitive merger agreement upon the execution of a
confidentiality agreement. We look forward to the opportunity to discuss our
proposal in more detail with the Board of Directors and Management. Please give
me a call to discuss how to move forward.
Daniel R.
Baty
Columbia
Pacific Opportunity Fund, LP
SK 26193 0001 896352
v2
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