KSL Capital Partners has taken a 24% stake in Canadian ski resort owner Whistler Blackcomb Holdings Inc., buying the stake from Intrawest. As a result of the sale, Bill Jensen steps down from his post of director and chief executive, and Wes Edens and Jonathan Ashley each stepped down from the board. The deal is expected to close Wednesday.
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 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 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 www.whistlerblackcombholdings.com. Additional information related to the Corporation is available on SEDAR at 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 www.kslcapital.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements or information, within the meaning of applicable Canadian securities laws, including, but not limited to, statements with respect to the anticipated closing date for KSL’s acquisition of Intrawest’s common shares of the Corporation, the appointment of new officers and new directors of the Corporation, KSL’s assumption of Intrawest’s rights under the rights registration agreement with the Corporation and other information or statements about future events or conditions which may prove to be incorrect.
The forward-looking statements and information contained in this press release are based on certain factors and assumptions made by management of the Corporation including, but not limited to KSL and Intrawest’s complying with their obligations pursuant to the purchase agreement.
The forward-looking statements and information contained in this press release are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from those anticipated including, but not limited to, risks relating to the transactions not proceeding for any reason, including the price of the Corporation’s common shares changing materially as a result of any of the following unfavourable weather conditions, economic downturns, the seasonality of Whistler Blackcomb’s operations, the extent of required capital expenditures, currency fluctuations, the competitive nature of Whistler Blackcomb’s industry, the unanticipated departure of named executed officers, a general dependence on a seasonal workforce, reliance on existing material agreements, risks relating to Whistler Blackcomb’s access and use of debt financing, adequacy of the Corporation and Whistler Blackcomb’s insurance coverage, litigation, safety and accidents, environmental laws and regulations, leisure and business travel, the impact of any occurring natural disasters and economic, business and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements or information prove incorrect, actual results may vary materially from those described herein. Although the Corporation believes that the expectations reflected in such forward-looking statements and information are reasonable, undue reliance should not be placed on forward-looking statements or information because the Corporation can give no assurance that such expectations will prove to be correct.
These forward-looking statements and information are made as of the date of this press release, and the Corporation has no intention and assumes no obligation to update or revise any forward-looking statements or information to reflect new events or circumstances, except as required by applicable Canadian securities laws.