SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 27, 2004

Great Wolf Resorts, Inc.

Delaware

000-51064

51-0510250

122 West Washington Avenue, Madison, Wisconsin 53703

Registrant’s telephone number, including area code: (608) 251-6400

Not applicable

     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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

Item 1.01. Entry Into a Material Definitive Agreement.

     On December 20, 2004, Great Wolf Resorts, Inc., a Delaware corporation (the “Company” or the “Registrant”), in connection with the previously-announced completion of its initial public offering of common stock (the “Public Offering”), executed a Revolving Credit Agreement, by and among the Company, GWR Operating Partnership, L.L.L.P., the Subsidiary Guarantors named therein, Citicorp North America, Inc., Societe Generale, Citigroup Global Markets, Inc., SG Americas Securities LLC and Calyon New York Branch (the “Credit Agreement”). The Credit Agreement provides for borrowings by the Company of up to $75 million from time to time and also provides that two of the Company’s resort properties will secure the Company’s obligations thereunder. The interest rate is equal to LIBOR plus a margin of 2.25% to 3.00% depending upon the Company’s leverage ratio from time to time. The Credit Agreement will terminate on December 20, 2007, unless terminated earlier in accordance with its terms. As of the date of closing of the Public Offering, the Company had no amounts drawn under the Credit Agreement.

     The Credit Agreement includes, among other things, certain financial and operating debt covenants, including: (i) requiring the Company to meet financial tests based upon its earnings before interest, taxes, depreciation and amortization (“EBITDA”), (ii) a maximum amount of indebtedness the Company may incur under the Credit Agreement at an advance rate of 3.75 multiplied by the combined net operating income (adjusted for non-recurring items, unusual items, infrequent items and asset impairment charges) of the two resorts securing the Credit Agreement; (iii) a maximum level of the amount of the Company’s total debt equal to 5.75 times the Company’s total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year); (iii) a minimum interest coverage ratio, representing the Company’s total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year) divided by the Company’s total interest expense, of 2.0; and (iv) a minimum fixed charge coverage ratio, representing the Company’s total EBITDA (adjusted for non-recurring items, unusual items, infrequent items, non-cash employee compensation expense and asset impairment charges and adjusted to reflect an estimated full year of operating results for resorts open less than a year) divided by the Company’s total fixed charges, of 1.5.

     The Credit Agreement also contains certain restrictions on the Company’s operations, including:

     The Company must repay Revolving Credit Advances (as defined in the Credit Agreement) under the Credit Agreement on the termination date, Swing Line Advances (as defined in the Credit Agreement)

on the earlier of the maturity date specified in the applicable notice of borrowing and the termination date, and Letter of Credit Advances (as defined in the Credit Agreement) on the same day on which such advance was made. The Credit Agreement contains customary events of default, including payment defaults, cross defaults to other obligations and certain change of control events. Upon the occurrence of an event of default, the outstanding obligations under the Credit Agreement may become due and payable immediately.

     Also in connection with the Public Offering, on December 20, 2004, two of the Company’s wholly owned subsidiaries owning resort properties in Kansas City, Kansas and Traverse City, Michigan entered into a Loan Agreement with Citigroup Global Markets Realty Corp. and The Travelers Insurance Company (the “Kansas/Traverse Mortgage”). The maturity date is January 11, 2015. Pursuant to the Kansas/Traverse Mortgage, the Company agreed to guarantee the due and punctual payment of the subsidiaries’ obligations under the Kansas/Traverse Mortgage. Events of default applicable to the Company pursuant to the Kansas/Traverse Mortgage include the Company making an assignment for the benefit of creditors; if a receiver, liquidator or trustee shall be appointed for the Company or if the Company shall be adjudicated as bankrupt or insolvent. In addition, the Kansas/Traverse Mortgage contains customary events of default applicable to the subsidiary borrowers. Upon the occurrence of any such event of default, the lenders may (and in certain instances, shall) declare all unpaid principal, interest and fees outstanding immediately due and payable. The maximum obligation which could be incurred by the Company under this guarantee is $75 million. The annual interest rate under the Kansas/Traverse Mortgage is equal to 5.835% with respect to $50 million of the outstanding principal amount, and 9.21% with respect to $25 million of the outstanding principal amount. The lenders under the Kansas/Traverse Mortgage generally have the right to proceed against the Company directly to collect payments due under the Kansas/Traverse Mortgage.

     In addition, in connection with the Public Offering, effective December 20, 2004, the Company agreed to:

     The underlying loan agreements contain customary events of default, and the lenders under these loan agreements generally have the right to proceed against the Company directly to collect payments due under the loan agreements.

Item 2.01. Completion of Acquisition or Disposition of Assets

     Effective simultaneously with the closing of the Public Offering, the Company consummated the formation transactions described in the section entitled “Structure and Formation of Our Company — Formation Transactions” in the Company’s Registration Statement on Form S-1 (as amended, the “Registration Statement”) (File No. 333-118148), the contents of which section are incorporated into this Item 2.01 by reference. These formation transactions included, among other things,

the acquisition of seven family entertainment resort properties and an entity which, among other things, performs management functions related to such resort properties (the “Management Company”). As a result of such formation transactions, the Company currently owns, directly or indirectly, a fee simple interest in these seven resort properties, except for a leasehold interest in its resort property located in Sheboygan, Wisconsin.

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

     The contents of Item 1.01 of this Current Report on Form 8-K are incorporated into this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

     Effective simultaneously with the closing of the Public Offering and in connection with the formation transactions described in the Registration Statement, the Company issued an aggregate of 14,162,308 shares of its common stock in the following transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”):

Such shares of the Company’s common stock were issued in transactions exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     Immediately following the consummation of the Public Offering, the following individuals were appointed to serve as directors of the Company: Elan Blutinger, Randy Churchey, Michael M. Knetter, Alissa N. Nolan, and Howard Silver. Each such individual had previously agreed to serve as a director of the Company upon the consummation of the Public Offering.

     Mr. Blutinger, Mr. Knetter and Ms. Nolan have been appointed to serve on the Company’s nominating and corporate governance committee. Messrs. Churchey, Silver and Knetter have been appointed to serve on the Company’s audit committee. Mr. Churchey, Mr. Silver and Ms. Nolan have been appointed to serve on the Company’s compensation committee.

Item 9.01. Financial Statements and Exhibits

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.

Date: December 27, 2004