Transaction Will Result in Changes to Management and Board of Directors
WHISTLER, BC, Dec. 3, 2012 /CNW/ - 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
For further information:
For Whistler Blackcomb Holdings Inc.
Senior Manager, Investor Relations
Whistler Blackcomb Holdings Inc.
For KSL Capital Partners
Murphy O'Brien Inc.