BROOMFIELD, Colo., July 22, 2019 /CNW/ -- Vail Resorts, Inc. (NYSE:
MTN) today announced it has entered into a definitive merger
agreement to acquire 100 percent of the outstanding stock of Peak
Resorts, Inc. (NASDAQ: SKIS) at a purchase price of $11.00 per share, subject to certain conditions,
including regulatory review and Peak Resorts' shareholder
approval.
Through the acquisition, Vail Resorts will add 17 U.S. ski areas
to its network of world-class resorts. Located near major
metropolitan areas, including New
York, Boston, Washington, D.C., Baltimore, Philadelphia, Cleveland, Columbus, St.
Louis, Kansas City and
Louisville, the resorts
include:
- Mount Snow in
Vermont
- Hunter Mountain in
New York
- Attitash Mountain Resort, Wildcat Mountain and
Crotched Mountain in New
Hampshire
- Liberty Mountain Resort, Roundtop Mountain
Resort, Whitetail Resort, Jack Frost and Big Boulder in
Pennsylvania
- Alpine Valley, Boston Mills, Brandywine
and Mad River Mountain in
Ohio
- Hidden Valley and
Snow Creek in Missouri
- Paoli Peaks in Indiana
"We are incredibly excited to have the opportunity to add such a
powerful network of ski areas to our Company," said Rob Katz, chairman and chief executive officer
of Vail Resorts. "Peak Resorts' ski areas in the Northeast are a
perfect complement to our existing resorts and together will
provide a very compelling offering to our guests in New York and Boston. With this acquisition, we are also
able to make a much stronger connection to guests in critical
cities in the Mid-Atlantic and Midwest and build on the success we
have already seen with our strategy in Chicago, Minneapolis and Detroit. The acquisition fully embodies our
philosophy of Epic for Everyone, making skiing and
riding more accessible to guests across the U.S. and around the
world."
"The ski areas within the Peak Resorts portfolio exemplify the
spirit of our sport as well as our Company's mission to provide an
Experience of a Lifetime to guests," Katz continued. "We're
thrilled to welcome the resorts and their employees into the Vail
Resorts family and invest in their continued success."
"Vail Resorts has a proven track record of celebrating the
unique identity of its resorts, while continually investing in the
guest and employee experience. For this reason, we are confident
that our resorts and employees will continue to thrive within the
Vail Resorts network," said Timothy
Boyd, president and chief executive officer of Peak Resorts.
"We are very proud of our track record over the last two decades in
building the breadth, quality and accessibility of our resorts. We
are thrilled that our guests will now have access to some of the
world's most renowned resorts."
When the transaction closes, the 2019-20 Epic Pass, Epic Local
Pass and Military Epic Pass will include unlimited and unrestricted
access to the 17 Peak Resorts ski areas. Guests with an Epic Day
Pass will also be able to access the new ski areas as a part of the
total number of days purchased. For the 2019-20 season, Vail
Resorts will honor and continue to sell all Peak Resorts pass
products, and Peak Resorts' pass holders will have the option to
upgrade to an Epic Pass or Epic Local Pass, following closing of
the transaction.
Additional Transaction Details
The aggregate purchase
price for all Peak Resorts common stock is estimated to be
approximately $264 million
(calculated on a treasury method basis), which Vail Resorts intends
to finance through a combination of cash on hand, its existing
revolver facility and an expansion of its existing credit facility.
In addition, Vail Resorts will be assuming or refinancing Peak
Resorts' outstanding debt.
The acquisition is expected to generate incremental annual
EBITDA of approximately $60 million
in Vail Resorts' fiscal year ending July 31,
2021, the first fiscal year with the full benefit of the
synergies of the acquisition, with additional revenue upside in
future years. Synergies are expected to come from additional
revenue across the Vail Resorts network of resorts and cost
reductions from the elimination of certain duplicative
administrative functions and greater efficiencies brought by Vail
Resorts' size and scale. Vail Resorts' annual ongoing capital
expenditures are expected to increase by $10
million to support the addition of the Peak Resorts ski
areas. After closing of the transaction, Vail Resorts plans to
invest approximately $15 million over
the next two years in one-time capital spending to elevate the
guest experience at these resorts.
The transaction was approved by both companies' Boards of
Directors, and the Peak Resorts Board of Directors also recommends
that Peak Resorts' shareholders approve the transaction.
The transaction is expected to close this fall. The parties
expect operations at all Peak Resorts ski areas to continue in the
ordinary course of business. Upon closing, Vail Resorts plans to
retain the vast majority of each resort's employees.
Pass Access Details
Vail Resorts currently offers the following access and benefits
for 2019-20 Epic Pass, Epic Local Pass, Military Epic Pass and Epic
Day Pass holders. Access to the 17 Peak Resorts ski areas
is subject to closing of the transaction:
- Epic Pass™: For $939 for adults and $489 for children (ages five to 12), the Epic
Pass offers the following access and benefits:
-
- Unlimited, unrestricted access to: Whistler
Blackcomb, Vail, Beaver Creek, Breckenridge, Keystone, Crested
Butte, Park City, Heavenly,
Northstar, Kirkwood, Stowe, Okemo, Mount
Snow, Mount Sunapee,
Attitash, Wildcat, Crotched, Hunter, Liberty, Roundtop, Whitetail,
Jack Frost, Big Boulder, Stevens
Pass, Alpine Valley, Boston Mills, Brandywine, Mad River, Hidden
Valley, Snow Creek, Paoli Peaks, Afton Alps, Mt.
Brighton, and Wilmot in
North America. The Epic Pass also
includes access to Perisher, Falls
Creek, and Hotham in Australia.
- Limited access to partner resorts, including: seven days
at each of Telluride, Sun Valley,
Snowbasin, and the Resorts of the Canadian Rockies; five
consecutive days at Hakuba Valley, Japan's ten ski resorts; five consecutive days
at Japan's Rusutsu Resort. The
Epic Pass also grants limited access to Les 3 Vallées in
France; 4 Vallées in Switzerland; and Skirama Dolomiti in
Italy.
- Discounted Tickets: Six "Ski With A Friend"
discounted tickets.
- Epic Local Pass™: For
$699 for adults, $569 for teens (ages 13 to 18) and $369 for children (ages five to 12), the Epic
Local Pass offers the following access and benefits:
-
- Unlimited, unrestricted access to: Breckenridge, Keystone, Crested
Butte, Okemo, Mount Snow,
Mount Sunapee, Attitash, Wildcat,
Crotched, Hunter, Liberty, Roundtop, Whitetail, Jack Frost, Big Boulder, Stevens Pass, Alpine
Valley, Boston Mills, Brandywine, Mad
River, Hidden Valley, Snow
Creek, Paoli Peaks, Afton Alps, Mt. Brighton, and Wilmot.
- Unlimited access with holiday restrictions to:
Park City, Heavenly, Northstar, Kirkwood, and Stowe.
- 10 total days combined (with holiday restrictions)
at: Vail, Beaver Creek, and Whistler Blackcomb.
- Limited access to partner resorts, including: two days
(with limited holiday restrictions) at Sun Valley; two days (with limited holiday
restrictions) at Snowbasin; and five total consecutive days with no
blackout dates at Hakuba Valley's ten ski resorts in Japan; and five total consecutive days with no
blackout dates at Rusutsu Resort.
- Discounted Tickets: Six "Ski With A Friend"
discounted tickets.
- Military Epic Pass™: For
$129 for Active and Retired Military
and their dependents and $529 for
Veteran Military and their dependents, the Military Epic Pass
offers the following access:
-
- Unlimited, unrestricted access to: Whistler
Blackcomb, Vail, Beaver Creek, Breckenridge, Keystone, Crested
Butte, Park City, Heavenly,
Northstar, Kirkwood, Stowe, Okemo, Mount
Snow, Mount Sunapee,
Attitash, Wildcat, Crotched, Hunter, Liberty, Roundtop, Whitetail,
Jack Frost, Big Boulder, Stevens
Pass, Alpine Valley, Boston Mills, Brandywine, Mad River, Hidden
Valley, Snow Creek, Paoli Peaks, Afton Alps, Mt.
Brighton, and Wilmot in
North America. The Military Epic
Pass also includes access to Perisher, Falls Creek, and Hotham in Australia.
- Epic Day Pass: Announced earlier this year
as a part of Epic for Everyone, the Epic Day Pass provides
unprecedented flexibility and season pass discounts to guests
skiing as little as one day.
-
- With the customizable pass, guests can unlock discounts of up
to 50 percent off lift ticket window prices by selecting the number
of days they plan to ski or ride – from one day to seven
days – and whether or not to add holiday access.
- Guests can use the pass at any of the Company's North
American owned resorts, including Whistler
Blackcomb, Vail, Beaver Creek, Breckenridge,
Keystone, Crested Butte, Park City, and more. Those
purchasing four or more days will also get access to
Telluride, Sun Valley, Snowbasin, and Resorts of the Canadian
Rockies as a part of the total number of days purchased. The Epic
Day Pass will also provide access to the 17 new resorts, subject to
close of the transaction.
About Vail Resorts, Inc. (NYSE: MTN)
Vail Resorts,
Inc., through its subsidiaries, is the leading global mountain
resort operator. Vail Resorts' subsidiaries operate 17 world-class
mountain resorts and three urban ski areas, including Vail, Beaver
Creek, Breckenridge,
Keystone and Crested Butte in Colorado; Park
City in Utah; Heavenly,
Northstar and Kirkwood in the Lake
Tahoe area of California
and Nevada; Whistler Blackcomb in
British Columbia, Canada;
Perisher, Falls Creek and Hotham
in Australia; Stowe and Okemo in Vermont; Mt.
Sunapee in New Hampshire;
Stevens Pass in Washington;
Wilmot Mountain in Wisconsin; Afton Alps in Minnesota and Mt. Brighton in Michigan. Vail Resorts owns and/or manages a
collection of casually elegant hotels under the RockResorts brand,
as well as the Grand Teton Lodge Company in Jackson Hole, Wyo. Vail Resorts Development
Company is the real estate planning and development subsidiary of
Vail Resorts, Inc. Vail Resorts is a publicly held company traded
on the New York Stock Exchange (NYSE: MTN). The Vail Resorts
company website is www.vailresorts.com and consumer website is
www.snow.com.
About Peak Resorts, Inc. (NASDAQ: SKIS)
Headquartered
in Missouri, Peak Resorts is a
leading owner and operator of high-quality, individually branded
ski resorts in the U.S. The Company operates 17 ski resorts
primarily located in the Northeast, Mid-Atlantic and Midwest, 16 of
which are company owned.
The majority of the resorts are located within 100 miles of
major metropolitan markets, including New
York City, Boston,
Philadelphia, Baltimore, Washington D.C., Cleveland, Kansas
City and St. Louis,
enabling day and overnight drive accessibility. The resorts under
the company's umbrella offer a breadth of activities, services and
amenities, including skiing, snowboarding, terrain parks, tubing,
dining, lodging, equipment rentals and sales, ski and snowboard
instruction, and mountain biking, golf and other summer activities.
To learn more, visit the Company's website at
ir.peakresorts.com or follow Peak Resorts on Facebook for
resort updates.
Forward-Looking Statements
Certain statements
discussed in this press release, other than statements of
historical information, constitute forward-looking statements
within the meaning of the federal securities laws, including the
expected timing of completion of the proposed transaction, the
expected investments in the 17 resorts over the next two years, the
expected increase in annual capital expenditures and the expected
incremental annual EBITDA the acquisition is expected to generate.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected. As it relates to the proposed transaction,
the parties may not be able to complete the proposed transaction on
the terms described above or other acceptable terms or at all
because of a number of factors, including (1) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, (2) the failure to obtain
shareholder approval or the failure to satisfy the closing
conditions, (3) risks related to disruption of the attention of
Vail Resorts' and Peak Resorts' management from their respective
ongoing business operations due to the proposed transaction, and
(4) the effect of the announcement of the proposed transaction on
the ability of each party to retain and hire key personnel and
maintain relationships with resort patrons, its suppliers,
operating results and business generally. Other risks and
uncertainties related to the business of Vail Resorts and Peak
Resorts, on a combined basis, include but are not limited to
prolonged weakness in general economic conditions, including
adverse effects on the overall travel and leisure related
industries; unfavorable weather conditions or the impact of natural
disasters; risks related to our reliance on information technology,
including our failure to maintain the integrity of our customer or
employee data; risks related to cyber-attacks; willingness of our
guests to travel due to terrorism, the uncertainty of military
conflicts or outbreaks of contagious diseases, and the cost and
availability of travel options and changing consumer preferences;
the seasonality of our business combined with adverse events that
occur during our peak operating periods; competition in our
mountain and lodging businesses; high fixed cost structure of our
business; our ability to fund resort capital expenditures; risks
related to a disruption in our water supply that would impact our
snowmaking capabilities and operations; our reliance on government
permits or approvals for our use of public land or to make
operational and capital improvements; risks associated with
obtaining governmental or third party approvals; risks related to
federal, state, local and foreign government laws, rules and
regulations; risks related to changes in security and privacy laws
and regulations which could increase our operating costs and
adversely affect our ability to market our products and services
effectively; our ability to hire and retain a sufficient seasonal
workforce; risks related to our workforce, including increased
labor costs; loss of key personnel; adverse consequences of current
or future legal claims; a deterioration in the quality or
reputation of our brands, including our ability to protect our
intellectual property and the risk of accidents at our mountain
resorts; our ability to successfully integrate acquired businesses,
or that acquired businesses may fail to perform in accordance with
expectations, including Triple Peaks, Stevens Pass, Falls Creek, Hotham, the resorts owned by Peak
Resorts or future acquisitions; our ability to satisfy the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, with
respect to acquired businesses; risks associated with international
operations; fluctuations in foreign currency exchange rates where
the Company has foreign currency exposure, primarily the Canadian
and Australian dollars; changes in accounting judgments and
estimates, accounting principles, policies or guidelines or adverse
determinations by taxing authorities; risks associated with
uncertainty of the impact of recently enacted tax reform
legislation in the United States;
a materially adverse change in our financial condition; and other
risks detailed in the Company's filings with the Securities and
Exchange Commission, including the "Risk Factors" section of the
Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 2018, which was filed on
September 28, 2018.
All forward-looking statements attributable to us or any persons
acting on our behalf are expressly qualified in their entirety by
these cautionary statements. All guidance and forward-looking
statements in this press release are made as of the date hereof and
we do not undertake any obligation to update any forecast or
forward-looking statements whether as a result of new information,
future events or otherwise, except as may be required by law.
Additional Information and Where to Find It
Peak
Resorts intends to file with the Securities and Exchange Commission
a preliminary proxy statement and a definitive proxy statement and
other relevant materials in connection with the merger. The
definitive proxy statement will be sent or given to the
shareholders of Peak Resorts. Before making any voting or
investment decision with respect to the merger, investors and
shareholders of Peak Resorts are urged to read the proxy statement
and the other relevant materials when they become available because
they will contain important information about the merger. The proxy
statement and other relevant materials (when they become
available), and any other documents filed by Peak Resorts with the
Securities and Exchange Commission, may be obtained free of charge
at the Securities and Exchange Commission's website, at
www.sec.gov.
Participants in the Solicitation
Peak Resorts and
Vail Resorts and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from Peak Resorts shareholders in connection with the merger.
Information about Vail Resorts' directors and executive officers is
set forth in Vail Resorts' 2018 proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on October 22, 2018 and its Annual Report on Form
10-K for the year ended July 31,
2018, filed on September 28,
2018, respectively. Information about Peak Resorts'
directors and executive officers is set forth in its 2018 proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on August 28, 2018 and its
Annual Report on Form 10-K for the year ended April 30, 2019, filed on June 28, 2019. Additional information regarding
the interests of participants in the solicitation of proxies in
connection with the merger will be included in the proxy statement
that Peak Resorts intends to file with the Securities and Exchange
Commission.
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SOURCE Vail Resorts, Inc.