KSL Capital Partners Acquires 24% Interest in Whistler Blackcomb
Holdings Inc.
Transaction Will Result in Changes to Management and Board
of Directors
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 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.
SOURCE Whistler Blackcomb