Mr. Eric Resnick reports
KSL CAPITAL PARTNERS ACQUIRES 24% INTEREST IN WHISTLER BLACKCOMB HOLDINGS INC.
An affiliate of KSL Capital Partners LLC has entered into a
purchase agreement with Intrawest ULC to acquire
Intrawest's 9,092,500 common shares of Whistler Blackcomb Holdings Inc., representing
approximately 24 per cent 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-per-cent 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 a continuing 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 Nov. 2, 2010, and a copy is
available on SEDAR under the corporation's profile.
KSL's acquisition of common shares of the corporation from Intrawest
will be made in reliance on the takeover bid exemption contained in
Subsection 100.1 (1) of the Securities Act (Ontario), its corollary provision in Multilateral Instrument 62-104 (takeover 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 or by request in writing to KSL Capital Partners, 100 Fillmore
St., Suite 600, Denver, Colo., 80206.
About KSL Capital Partners
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, Colo.,
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.
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