Intrawest sells shares in Whistler Blackcomb to KSL Capital Partners of Denver
December 4, 2012
Steamboat Springs — Editor’s note: This story has been updated to correct an error in the original version. Intrawest is selling all of its remaining shares in Whistler Blackcomb.
Intrawest ULC, the parent company of Steamboat Ski and Resort Corp., has reached an agreement with an affiliate of KSL Capital Partners, the Denver-based owner of Squaw Valley and Alpine Meadows ski areas in California, to sell all of Intrawest's remaining stock in the Whistler Blackcomb resort in Canada.
The deal calls for KSL to acquire Intrawest's 9,092,500 common shares of Whistler Blackcomb Holdings, representing 24 percent of the total, for $12.75 a share, or a total of $115.9 million. Whistler Blackcomb Holdings owns a 75 percent interest in Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership.
The transaction was expected to close Tuesday.
A news release issued by KSL and Whistler Blackcomb Holdings on Monday acknowledges that Whistler Blackcomb “understands that the Intrawest disposition is being made in conjunction with an Intrawest refinancing."
Through his executive assistant, Intrawest CEO Bill Jensen declined Tuesday to comment on the Whistler Blackcomb deal.
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The release continues to say that: "As a result of the sale by Intrawest, Bill Jensen has tendered his resignation from his other role as a director and chief executive officer of Whistler Blackcomb Holdings.”
KSL is a private equity firm concentrating on travel and leisure businesses in the hospitality, recreation, clubs, real estate and travel services businesses.
Among its holdings is ClubCorp., one of the world's largest owners of private golf and business clubs.
It wasn’t immediately clear what impact, if any, the sale of Intrawest shares in Whistler Blackcomb would have on Steamboat Ski Area. Intrawest purchased Steamboat Ski and Resort Corp. for $265 million in March 2007. Since its purchase of the Steamboat resort, Intrawest has sold off a number of its resort interests, including Copper Mountain, two French resorts, Panorama Mountain Resort in British Columbia, a golf and beach resort in Florida and real estate holdings in Squaw Valley.
This is not the first time Intrawest has restructured its debt since it agreed in August 2006 to be acquired by Fortress Investment Group for $1.81 billion in cash and $992 million in assumed debt.
Steamboat Today reported in April 2010 that Intrawest had successfully completed refinancing of its corporate debt, which was due in 2009. The company paid off its prior lender and completed a new loan scheduled to mature in 2014. The Wall Street Journal reported in February 2010 that Fortress was injecting an additional $150 million in equity into the business to pay down debt and that a new $1.2 billion loan package was in the works.
Intrawest continues to operate Mont Tremblant, Que.; Snowshoe, W.Va.; and Stratton, Vt.
An article in The Denver Post on Tuesday hinted that KSL's acquisition of a minority ownership in Whistler Blackcomb, coupled with its ownership of Squaw Valley and Alpine Meadows, better positions it to take part in the trend toward large ski companies offering season passes to multiple resorts. They include Vail Resorts’ Epic Pass with seven resorts spread across Colorado and California, and Aspen's new ski pass alliance with Alta, Utah, and Jackson Hole, Wyo., as well as Squaw.
Here is the full text of the news release regarding the acquisition:
WHISTLER, BC, Dec. 3, 2012 /PRNewswire/ – Whistler Blackcomb Holdings Inc. (TSX: WB) (the “Corporation”) and KSL Capital Partners, LLC (“KSL”) are pleased to announce that an affiliate of KSL has entered into a purchase agreement with Intrawest ULC (“Intrawest”) to acquire Intrawest’s 9,092,500 common shares of the Corporation, representing approximately 24% of the Corporation’s issued and outstanding common shares, for $12.75 per common share. The Corporation understands that the Intrawest disposition is being made in conjunction with an Intrawest refinancing. The transaction is expected to be completed tomorrow. KSL is a U.S. private equity firm dedicated to investments in travel and leisure businesses.
As a result of the sale by Intrawest, Bill Jensen has tendered his resignation as a director and Chief Executive Officer and each of Wes Edens and Jonathan Ashley has tendered his resignation as a director of the Corporation, effective as of the time of closing. Also effective as of the time of closing, the Corporation’s board of directors has appointed Dave Brownlie, the Corporation’s current President and Chief Operating Officer, as the Corporation’s President and Chief Executive Officer and a director, and appointed Eric Resnick and Peter McDermott, both of KSL, as directors to fill the vacancies created by these resignations. Mr. Resnick is co-founder and Managing Director of KSL and has deep, long-standing ties to the ski industry. Mr. McDermott is a partner at KSL.
Concurrently with these appointments, the Corporation’s board of directors has appointed Flora Ferraro, the Corporation’s current Vice President of Finance, as Interim Chief Financial Officer. The Corporation intends to announce the appointment of a permanent chief financial officer shortly.
“KSL is delighted to be acquiring a 24% interest in a world-class ski area. Whistler Blackcomb is the largest and most visited ski resort in North America and we feel that it complements our portfolio of premier travel and leisure properties. Peter and I are looking forward to working with the board to grow the business. Whistler Blackcomb has a very experienced and successful management team and we are enthusiastic to work with them as they continue to deliver a fantastic mountain experience for Whistler Blackcomb’s guests” commented Mr. Resnick.
“On behalf of the board of directors, I am very pleased to welcome Eric Resnick and Peter McDermott to the board. We would also like to express our appreciation to Wes Edens and Jonathan Ashley for their contributions to Whistler Blackcomb during their tenure on the board, and especially to Bill Jensen, for his valued service as Chief Executive Officer and as a director” commented Graham Savage, Chairman of the Corporation’s board of directors. “We are also pleased to appoint Dave Brownlie as Chief Executive Officer and as a member of the board of directors. With over 24 years in ski resort management, Dave brings insight and experience to the position and I am looking forward to continuing to work with him to grow the business.”
ABOUT THE TRANSACTION
KSL expects to hold the purchased shares for investment purposes. However, KSL and its affiliates expect to evaluate on an ongoing basis the Corporation’s financial condition and prospects and its interest in, and intentions with respect to, the Corporation and KSL’s investment. KSL and its affiliates may from time to time acquire additional common shares of the Corporation or may dispose of all or a part of their shares.
In connection with KSL’s acquisition of Intrawest’s common shares, KSL will assume Intrawest’s rights and obligations under a registration rights agreement which will provide KSL the right to require the Corporation to qualify by prospectus all or a portion of its shares for distribution to the public in Canada, subject to certain conditions. The registration rights agreement is more fully described in the Corporation’s final prospectus dated November 2, 2010 and a copy is available on SEDAR at http://www.sedar.com under the Corporation’s profile.
KSL’s acquisition of common shares of the Corporation from Intrawest will be made in reliance on the take-over bid exemption contained in subsection 100.1(1) of the Securities Act (Ontario), its corollary provision in Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids and section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions.
A report regarding KSL’s holding in the Corporation will be filed on SEDAR and will be available under the Corporation’s profile at http://www.sedar.com or by request in writing to KSL Capital Partners, LLC 100 Fillmore Street, Suite 600 Denver, CO 80206.
ABOUT WHISTLER BLACKCOMB HOLDINGS INC.
Whistler Blackcomb Holdings Inc. owns a 75% interest in each of Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, which, together, carry on the four season mountain resort business located in the Resort Municipality of Whistler, British Columbia. Whistler Blackcomb, the official alpine skiing venue for the 2010 Olympic Winter Games, is situated in the Resort Municipality of Whistler located in the Coast Mountains of British Columbia 125 kilometres (78 miles) from Vancouver, British Columbia. North America’s premier four-season mountain resort, Whistler Mountain and Blackcomb Mountain are two side-by-side mountains, connected by the world record-breaking PEAK 2 PEAK Gondola, which combined offer over 200 marked runs, over 8,000 acres of terrain, 14 alpine bowls, three glaciers, receive on average over 1,192 centimetres (469 inches) of snow annually, and offer one of the longest ski seasons in North America. In the summer, Whistler Blackcomb offers a variety of activities, including hiking and biking trails, the Whistler Mountain Bike Park, and sightseeing on the PEAK 2 PEAK Gondola. Whistler Blackcomb Holdings Inc. is listed on the Toronto Stock Exchange under the symbol “WB”. For more information, visit http://www.whistlerblackcombholdings.com. Additional information related to the Corporation is available on SEDAR at http://www.sedar.com.
ABOUT KSL CAPITAL PARTNERS, LLC
KSL is a private equity firm specializing in travel and leisure enterprises in five primary sectors: hospitality, recreation, clubs, real estate and travel services. KSL has offices in Denver, Colorado and New York. KSL’s current portfolio includes some of the premier properties in travel and leisure, including The Belfry, The Grove Park Inn, The Homestead, Montelucia Resort & Spa, Barton Creek Resort & Spa, Rancho Las Palmas Resort & Spa, The James Royal Palm, La Costa Resort and Spa, and ClubCorp, one of the world’s largest owners of private golf and business clubs. KSL also owns other premier recreation businesses, including Squaw Valley and Alpine Meadows, two of the leading ski resorts in North America; and Western Athletic Clubs, the owner and operator of luxury fitness clubs in California.
For more information on KSL, please visit http://www.kslcapital.com.
To reach Tom Ross, call 970-871-4205 or email tross@SteamboatToday.com