Aug. 8, 2016—Vail Resorts, Inc. (NYSE: MTN) (“Vail Resorts”) and Whistler Blackcomb Holdings, Inc. (TSX: WB) (“Whistler Blackcomb”) today announced that they have entered into a strategic business combination joining Whistler Blackcomb with Vail Resorts. Under the transaction, Vail Resorts would acquire 100 percent of the stock of Whistler Blackcomb, whose shareholders would receive C$17.50 per share in cash and 0.0975 shares of Vail Resorts common stock, for consideration having a total value of C$36.00 per share. The share exchange ratio is based upon closing stock prices and currency exchange rates as of August 5, 2016 and is subject to a currency exchange rate adjustment, as described below.
“Combining Whistler Blackcomb with Vail Resorts’ portfolio of outstanding resorts provides Whistler Blackcomb with increased financial strength, marketing exposure, guest relationships and broadens the geographic diversity of our company with resorts across the United States, as well as in Australia and Canada. This relationship will bring greater resources to support our current operations and our ambitious growth plans, including the Renaissance project, the most exciting and transformative investment in Whistler Blackcomb’s history,” said Dave Brownlie, Whistler Blackcomb’s chief executive officer.
“Whistler Blackcomb is one of the most iconic mountain resorts in the world with an incredible history, passionate employees and a strong community. With our combined experience and expertise, together we will build upon the guest experience at Whistler Blackcomb while preserving the unique brand and character of the resort as an iconic Canadian destination for guests around the world. We are delighted to add such a renowned resort to Vail Resorts and look forward to expanding our relationships in the Sea-to-Sky community, British Columbia and Canada,” said Rob Katz, chairman and chief executive officer of Vail Resorts.
Mr. Brownlie added, “As the number one ranked and most visited resort in North America, Whistler Blackcomb has enjoyed tremendous success by delivering an exceptional mountain experience for our passionate and loyal guests — both locally and from around the world. That’s going to continue as we work with our new colleagues at Vail Resorts as well as our employees, local businesses, community and government stakeholders to make Whistler Blackcomb better than ever. We will also continue our discussions with the Squamish and Lil’wat First Nations, on whose traditional lands we operate, regarding a business partnership that will benefit our communities, our province and our company for decades to come. Our board of directors has also been monitoring the unique challenges facing the broader ski industry due to the unpredictability of year-to-year regional weather patterns. Whistler Blackcomb, with its unprecedented acreage of high alpine terrain and Glacier bowls, is well positioned, but by no means immune to these challenges. Partnering with the geographically diversified Vail Resorts and extending its successful Epic Pass products to Whistler Blackcomb are customer-focused ways of securing the long-term future of our resort, our industry and our community.”
Whistler Blackcomb will nominate one member of its board to the Vail Resorts board of directors, and Dave Brownlie will continue leading Whistler Blackcomb as the resort’s chief operating officer and will become a member of the senior leadership team of Vail Resorts’ mountain division.
Supporting the Whistler Blackcomb Experience
Upon completion of this transaction, Vail Resorts is committed to continuing Whistler Blackcomb’s success and building on its strengths, including further investment in the resort and the community:
Support for Master Development Agreements with local First Nations. Vail Resorts recognizes that Whistler Blackcomb is in the Squamish and Lil’wat First Nations’ traditional territories and will support and continue the ongoing efforts to negotiate the renewal of Whistler Blackcomb’s Master Development Agreements with significant long-term benefits to the Squamish and Lil’wat First Nations, the Province of British Columbia and the Resort Municipality of Whistler. Local leadership. Whistler Blackcomb will continue to have principally local Canadian leadership, with critical day-to-day mountain operations residing at the resort, including ongoing primary responsibility for relationships with the local community, governments and First Nations. Maintain local employment. Vail Resorts intends to retain the vast majority of Whistler Blackcomb employees, while only impacting a few select areas where there may be duplication in corporate functions. This transaction will not change the day-to-day operations at the resort, community engagement or the input of local management in shaping Whistler Blackcomb’s future.
Investment in the resort experience. Vail Resorts will invest substantially in Whistler Blackcomb’s mountain infrastructure and growth plans, including continuing to build community and stakeholder support for the recently announcedRenaissance project, a transformational investment which will diversify the local tourism economy; provide new four-season, weather-independent activities; and elevate Whistler Blackcomb’s core skiing, mountain biking and sightseeing experiences for decades to come.
Common values on community and environmental sustainability. Consistent with Vail Resorts’ core values, Whistler Blackcomb will continue its community involvement through the Whistler Blackcomb Foundation as well as its significant environmental and sustainability commitments. Vail Resorts also will support Whistler Blackcomb’s continued engagement with organizations such as Tourism Whistler, Destination BC, Canada West Ski Areas Association, and the Whistler Chamber of Commerce.
Katz continued, “We look forward to working with Dave and the entire Whistler Blackcomb team as we support their efforts to continue the great progress that has made Whistler Blackcomb the world-renowned resort it is today. We are excited about what this transaction means for guests and look forward to providing access to the resort for our season pass holders around the world.”
Season Passes
For the full 2016-17 winter season, Whistler Blackcomb will continue to honor the resort’s existing season pass products. Vail Resorts looks forward to integrating Whistler Blackcomb into its Epic Season Pass and other season pass products for the 2017-18 winter season.
Additional Transaction Details
The transaction has been unanimously approved by the Whistler Blackcomb board of directors, and shareholders representing 25 percent of Whistler Blackcomb’s common shares have entered into voting support agreements in connection with the transaction. The transaction has also been unanimously approved by the Vail Resorts board of directors.
The aggregate cash component of the offer is estimated to be C$676 million (USD$513 million) which Vail Resorts intends to finance through an expansion of its existing credit facility. The aggregate stock component of the offer is estimated to be C$715 million (USD$543 million), based on closing stock prices and exchange rates as of August 5, 2016. The stock component is determined by a baseline share exchange ratio of 0.0998 shares of Vail Resorts common stock and is adjusted for currency exchange rate changes if the Canadian dollar is above or below USD$0.7765 six business days before the closing of the transaction. As of August 5, 2016, the exchange ratio is 0.0975 shares of Vail Resorts common stock. Whistler Blackcomb shareholders that are Canadian residents for tax purposes will be able to elect to receive for each Whistler Blackcomb share an equivalent exchange ratio of shares in a Canadian subsidiary of Vail Resorts instead of the Vail Resorts shares to which they would otherwise be entitled. Each whole exchangeable share will be exchangeable into one Vail Resorts share.
Upon closing of the transaction, Whistler Blackcomb shareholders collectively will own approximately 10 percent of Vail Resorts outstanding common stock. Whistler Blackcomb owns 75 percent of the partnerships that operate the resort and those partnerships had debt outstanding as of March 31, 2016 of C$171 million, or USD$132 million, which will be assumed or refinanced as part of the transaction. For the 12 months ended March 31, 2016, Whistler Blackcomb had Adjusted EBITDA of C$123 million, or USD$90 million. Vail Resorts believes if the transaction closes before December 31, 2016, the estimated incremental Resort Reported EBITDA from the acquisition in its fiscal 2018 would be approximately USD$129 million, or C$170 million, with the vast majority of the projected growth coming from additional revenue at both Whistler Blackcomb and its other resorts and a smaller portion of the projected growth coming from cost reductions, with additional upside from the transaction in future years.
Whistler Blackcomb’s 25-year relationship with Nippon Cable will be unaffected and will continue after the closing of the transaction.
The transaction is structured as an arrangement under the Business Corporations Act (British Columbia) and is subject to customary closing conditions, including approval by Whistler Blackcomb shareholders and the BC Supreme Court and regulatory approvals including approval under the Investment Canada Act and under the Competition Act Canada. Whistler Blackcomb is subject to customary non-solicitation provisions under the arrangement agreement. The agreement also includes a termination fee and reverse termination fee payable in certain circumstances.
Further information regarding the transaction will be included in an information circular to be mailed to Whistler Blackcomb shareholders. The transaction is expected to close in fall 2016.
Greenhill & Co. is serving as financial advisor to Whistler Blackcomb and has delivered a fairness opinion to its board of directors that the consideration to be received by the Whistler Blackcomb shareholders is fair from a financial point of view.
Stikeman Elliott LLP and Gibson Dunn & Crutcher LLP are serving as legal counsel to Vail Resorts. Osler, Hoskin & Harcourt LLP is serving as legal counsel to Whistler Blackcomb, and Farris, Vaughan, Wills & Murphy LLP is serving as legal counsel to Whistler Blackcomb’s special committee of the board of directors.
About Whistler Blackcomb (TSX: WB)North America's premier four-season mountain resort, located in the coastal mountains of British Columbia, Canada, Whistler Mountain and Blackcomb Mountain are two side-by-side mountains connected by the world record-breaking PEAK 2 PEAK Gondola, which combined offer more than 200 trails, over 8,000 acres of terrain, 14 alpine bowls and three glaciers. The resort receives on average more than 465 inches (1,180 centimeters) of snow annually, and offers one of the longest ski seasons in North America. In 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 has been named the
#1 ski resort in North America by SKI Magazine in three out of the past four years.
About Vail Resorts, Inc. (NYSE: MTN)Vail Resorts, Inc., through its subsidiaries, is the leading global mountain resort operator. Vail Resorts’ subsidiaries operate nine world-class mountain resorts and two urban ski areas, including Vail, Beaver Creek, Breckenridge and Keystone in Colorado; Park City in Utah; Heavenly, Northstar and Kirkwood in the Lake Tahoe area of California and Nevada; Perisher in Australia; 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.
MENTIONS:
@WhistlerMountainBikePark
that would be okay huh?
Whistler, "this is how it all starts"... "Be carful what you whish for, Be carful what you wish for!"
www.youtube.com/watch?v=J2tAF4hkFlo
In business when a purchase like this happens, either the buyer proposed a sum of money first; or they were approached by the seller. Regardless, WBC was on the market and the buyer happen to be Vail Resorts.
Did I cover everything guys?
Obviously it would be amazing if whistler was owned buy a bunch of shredders who happened to also be billionaires and new everything about how to run a business that pleased everybody, but we also don't live in a fantasy world.
And be a Man the next time you are at a resort and thank them for investing in the bike park. And stop leaving your Beer cans in the parking lot !
Bigot is way too strong of a word to call me. Suck it up butter cup. Don't be a cry baby.
Nope, private equity that owned the majority share.
The convoluted owner history of whistler doesn't really matter at this point. What matters is there's a new owner that, yes could possibly f*** everything up, or they could make huge improvements all over their North American resorts by learning from whistler. im personally hoping for the latter.
As for mountain biking, I'm guessing it will be business as usual at Whistler, and everyone is making something out of nothing. No one's going to pave to A-Line.
In the end, skiing is what drives the money at these resorts. They probably have over 70,000 skiers a day at Vail, comparable numbers at Breckenridge, and maybe 50,000 or so at Keystone. I'd be surprised if there are even 1,000 mountain bikers. Business is going to be driven by skiing.
Sure there are people like you mentioned but they sure aren't the target market for Whistler any more than they are for Vail, Aspen or any other luxury resort that exists to bring people to the hotels and bars. To find a resort that truly represents the attitude you are talking about you'd have to go deep into BC's interior and avoid anything Intrawest touched.
If you actually had been alive long enough and living near Whistler you'd might actually know how the kind of people you're talking about view Whistler's changes over the years you would realize how ridiculous your comments are. Whistler and Vail are a perfect match and its a good thing because if they weren't Whistler wouldn't be what it is today.
Here is a list of the Resorts:
ski.curbed.com/2015/3/16/9980378/cnl-lifestyle-properties-sale-ski
WBP wouldn't have been there for you to visit if Aspen and Intrawest hadn't used their "corporate greed" to build it for you. Neither of them gave a shit about local day users and BC tax payers who bailed the place out before they came along and turned the place into a holiday real estate gold mine. Day user revenues don't pay for world class ski bike and golf facilities like Whistler.
Those "locals" you drank with were probably there on work visas and on vacation like you were. You don't see the real locals hanging around the village most of them are long gone too. You're the kind of arrogant spoiled and entitled kid the locals stay away from mega resorts to avoid.
You must come from a wealthy family to have such an impressive sounding list of financial assets at the ripe old age of 24. As suggested you should sell off those assets and buy yourself a local ski hill since you know everything about how resorts should operate. Good luck, you will need it.
Its unfortunate you have so little respect for the companies, their people and resources who know what it takes to build world class facilities for you to complain about.
Respect... yeah, you need to demonstrate it before you earn it.
They also own a resort in Australia, Perisher in NSW.
lol best part of that is that Thredbo its main rival is the go to mountain for biking in summer and has been actively building its trails and is now used for comps like Whistler in summer and sking in winter.
and its not owned by vail.
Haha
In business when a purchase like this happens, either the buyer proposed a sum of money first; or they were approached by the seller. Regardless, WBC was on the market and the buyer happen to be Vail Resorts.
The people that are freaking don't know there are WAY worse corporations that own ski resorts than vail, way...worse.
More and more bike park people are going to Deer Valley. Notice that the Enduro is at DV this year? I'm sure the Vail people don't like the golfers having to look at people with dirt on them.
As for pumping money, they pumped money into a traversing lift, more lodging and more golfing amenities. Nothing to improve the riding or skiing and they've reduced access to trails that we paid to build before they were here.
My planned trip to Whistler next summer is now cancelled. Ill still go to Squamish, and ride a bunch in BC, I won't give another extra cent to Vail Resorts.
Good news is Deer Valley seems to be investing in some new trails, bummer this year is a beginner flow trail, but it's something they probably needed to round out the park there.
I ride DV too. They are by no means perfect. It has only been the last couple of years that they have really invested in improving the park. I have nearly killed myself up there from downed trees in past years and have personally spent time cleaning land mines from upper trails. Seemed like they really didn't care tons about the steep DH stuff in the past. Hope the trend continues and they get better. I love the steep rocky terrain there for sure.
If Vail really pooches it they have competition with both DV and plenty of trails you can ride for free. I am not terribly worried.
As for the passes, how much is it this year? It's going up way faster than inflation. What terrain off the gondola? Pinecone ridge? It's always been an easy hike from the top and it's better up there anyway. I think it's pretty much a scenic ride and it's faster to take the bus between resorts-Ive timed it. Their control work has not improved on powder days. It was always pathetic for sure, but hasn't improved at all. Yes it's cool to have access to Jupiter and the terrain up there, Ill give you that.
Their focus is on beginner to intermediate skiers which is understandable as that's where the money is I would expect the same for mountain biking so I don't expect any improvements in terms of trails that are in any way interesting or challenging. Like PC needs more beginner trails.
Their attitude and stance towards locals has been really poor- thus the hate is simply reciprocal. The trademark thing is a perfect example of that. They backed off because they want a lot of taxpayer funded improvements (corporate welfare) that were at risk. There are plenty companies that give all their employees pro deals on gear. Unlike almost every company in ski or outdoor, they won't return that favor. Not cool.
I did have a thought though. I had heard from a very nice Deer Valley local and employee that Vail had plans to go great guns in to mountain biking and that The Canyons was the place they planned to do it. No idea if that was true but if you run with that a bit, this Whistler thing might make more sense. Great way to hedge against global warming and now you own the greatest mountain biking Mecca on earth (Whistler) and you can potentially make The Canyons the greatest mountain biking park in the US......where else can you get a lift served mountain bike park that is literally 30 minutes from a major airport hub?
Who the hell knows what will happen here but, as a person who lives within decent driving distance of The Canyons, I'm going to hope this means they want to go ball's deep in biking there
Or maybe not :-(
Isn't everything lost... I hope so...
Apparently when Vail significantly dropped their season pass price they went from about 100,00o pass holders to 500,00. Well that's a no brainer isn't it? So concern in Squamish is the increase in traffic on the highway and lift lines that's likely to occur. They did say the daily pass prices won't be lowered as well so if you buy day passes no benefit but if you buy season passes maybe.
I don't know what the size of the cities is around other Vail resorts compared to Vancouver. Would be pretty damn nice if Vail gets on the staff pass exchange program Whistler has never seen fit to participate in. Maybe Vail will play well with others unlike Interwest did.
Then there's the resort I used to work at, owned by a Newspaper Tycoon. No one there had the faintest understanding of what the bike park needed to be successful, and as a result it was treated like the Alpine Slide or the UTV tours, just another "build it and let the cash come rolling in" amenity. Every new project had to get approved by 19 different people who didn't understand what I was talking about. The more non-riders are involved, the higher the cost of a lift ticket or season pass, and the more red tape ends up encroaching on every aspect of a bike park. I can't imagine that this merger will be a good thing for anyone but board members and shareholders.
That's ok, I'll continue to ride true single track with a smile on my face.
I just hope they keep the bike park the way it is...**and fix creekside zone** caugh caugh get rid of it
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