UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
January 19, 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,158,976 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
4,158,976 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,158,976 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)
22.3% (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 4,158,976 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 18,654,263 shares of common stock outstanding as of November 2,
2010, as reported on the Company's Form 10-Q for the period ended September
30, 2010, filed on November 8, 2010.
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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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,158,976 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
4,158,976 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,158,976 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)
22.3% (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 4,158,976 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 18,654,263 shares of common stock outstanding as of November 2,
2010, as reported on the Company's Form 10-Q for the period ended September
30, 2010, filed on November 8, 2010.
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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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,158,976 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
4,158,976 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,158,976 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)
22.3% (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 4,158,976 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 18,654,263 shares of common stock outstanding as of November 2,
2010, as reported on the Company's Form 10-Q for the period ended September
30, 2010, filed on November 8, 2010.
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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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,158,976 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
4,158,976 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,158,976 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)
22.3% (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 4,158,976 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 18,654,263 shares of common stock outstanding as of November 2,
2010, as reported on the Company's Form 10-Q for the period ended September
30, 2010, filed on November 8, 2010.
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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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,158,976 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
4,158,976 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,158,976 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)
22.3% (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 4,158,976 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 18,654,263 shares of common stock outstanding as of November 2,
2010, as reported on the Company's Form 10-Q for the period ended September
30, 2010, filed on November 8, 2010.
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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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,158,976 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
4,158,976 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,158,976 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)
22.3% (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 4,158,976 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 18,654,263 shares of common stock outstanding as of November 2,
2010, as reported on the Company's Form 10-Q for the period ended September
30, 2010, filed on November 8, 2010.
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Cusip No. 756764106 Schedule 13-D Page 8 of 10
EXPLANATORY NOTE
This Amendment No. 7 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 and
December 1, 2010 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
The Reporting Persons have sent a letter to the Board of Directors of
the Issuer. A copy of the referenced letter is attached as Exhibit A.
Item 5. Interest in Securities of the Issuer
The response set forth in Item 5(c) of the Schedule 13D is hereby
replaced in its entirety by the following:
(c) No trades of Common Stock have been made during the past 60 days
by the Reporting Persons on behalf of the Fund.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Letter to the Board of Directors.
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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: January 20, 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: January 20, 2011 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: January 20, 2011 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: January 20, 2011 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: January 20, 2011 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: January 20, 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
January 19, 2011
Board of Directors
Red Lion Hotels Corporation
201 West North River Drive,
Suite 100
Spokane, WA 99201
Dear Directors:
As the largest shareholder of Red Lion Hotels Corporation, we are encouraged
by the Company's strategic decision to unlock value in Company real estate
assets through the sale of both the Red Lion Hotel Fifth Avenue and the Red
Lion Hotel Denver Southeast. This is an important first step in the process
to create and return value to shareholders. We believe it is important and
consistent with the Board's fiduciary duty that this sale process be
structured to maximize the return to shareholders, including considering
offers with or without franchise licenses. And while we are encouraged that
this process has begun, we believe the fact that these two hotels represent a
large percentage of the Company's enterprise value should compel the Board to
explore the sale of the entire Company or all of its real estate assets while
focusing on growing the high margin franchise and management businesses.
We intend to closely follow the process and, as previously disclosed, may
choose to directly participate.
Sincerely,
Columbia Pacific Opportunity Fund, L.P.