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ASC = American Selling Companies

post #1 of 20
Thread Starter 
American Skiing Company Announces Sale of Killington and Pico Resorts For $83.5 Million





PARK CITY, UTAH – February 20, 2007 – American Skiing Company (OTCBB: AESK) announced today that it had entered into a definitive agreement to sell its Killington and Pico resorts in Vermont to SP Land Company, LLC, a major area landowner, for $83.5 million.

The announced sale follows the recent announcement of the sale of Mount Snow and Attitash resorts for $73.5 million and the December announcement of the planned $265 million sale of Steamboat resort.

"Killington has been in partnership with SP Land since 2004 on a number of developable real estate parcels in the Killington area. During the design and planning phase of the Killington Village, it became apparent that the developable real estate and resort operations should be controlled by a single owner. We believe this transaction is a tremendous step forward for the future development of Killington, Pico and the surrounding community," said ASC President and CEO B.J. Fair.

SP Land Company, LLC is a real estate holding company with significant land holdings near Killington resort. SP Land Company, LLC first gained its real estate holdings in the area in conjunction with American Skiing Company's restructuring of its real estate related debt in 2004.

"With the recently announced sales of Steamboat, Mount Snow, Attitash and now Killington and Pico, American Skiing Company is clearly in transition. We will be reviewing our organizational needs and adjusting accordingly. As a result of these transactions, the Company expects to repay all bank debt, junior subordinated debt, and have substantial resources to address the needs of our Sunday River and Sugarloaf resorts in Maine and The Canyons in Utah," added Fair.

Included in the sale of Killington and Pico are the resorts and all resort-owned operations, all of Killington/Pico's resort-owned real estate assets and The Wobbly Barn restaurant. In addition to the cash purchase price of $83.5 million, the buyer will also assume approximately $5 million of debt and other liabilities and certain contractual obligations of ASC.

The proposed sales of the ASC resorts will not have an effect on any current season passes, vouchers or advance purchase ticket products for the remainder of the 2006-2007 winter season. Multi-resort products such as All-For-One and Ski America passes will continue to be valid at all ASC resorts where they previously have been honored through the end of the 2006-2007 winter season. Gift cards, Value Cards and Edge cards will continue to be valid in accordance with the terms of those specific programs.

As a condition of the purchase and sale agreement, stockholder approval is required for the sale of Killington and Pico resorts. The sole holder of the Company's Preferred Stock Series C-1, representing 65.8% of the voting shares entitled to vote on the matter, has voted in favor of the transaction, which constitutes majority stockholder approval. Such approval means the transaction may be approved without a meeting of the Company's stockholders. In addition to stockholder approval, the transaction is subject to customary closing conditions, including Hart-Scott-Rodino antitrust approval and consent of the State of Vermont. The transaction is expected to close on or before April 30, 2007.

All of ASC's New England resorts, including Killington and Pico, have received almost three feet of natural snowfall in the past week; these resorts are enjoying the best skiing and riding conditions of the season.

About Killington and Pico
Killington/Pico was the nation's tenth most visited resort and the most visited resort in the eastern U.S. in 2006, with nearly 800,000 skier visits. Killington and Pico's expansive terrain, its 3,050 foot vertical drop and extensive snowmaking and grooming coverage have made the resort a perennial favorite of skiers and riders in the northeastern U.S. Golf, summer attractions and fall foliage complement the year round recreation offerings of the resort.

About American Skiing Company
Headquartered in Park City, Utah, American Skiing Company is one of the largest operators of alpine ski, snowboard and golf resorts in the United States. Its resorts include Killington, Pico and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash in New Hampshire; Steamboat in Colorado; and The Canyons in Utah. More information is available on the company's web site, www.peaks.com.

Certain statements contained in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results and events. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as "anticipate", "assume", "believe", "expect", "intend", "plan", and words and terms of similar substance in connection with any discussion of operating or financial performance. Such forward-looking statements involve a number of risks and uncertainties. In addition to factors discussed above, other factors that could cause actual results, performances or achievements to differ materially from those projected include, but are not limited to, the following: the failure to satisfy any of the conditions to closing of the purchase agreements relating to Steamboat, Mount Snow/Attitash and Killington/Pico or the buyer's refusal to close for such agreements; and other factors listed from time to time in our documents we have filed with the Securities and Exchange Commission. We caution the reader that this list is not exhaustive. We operate in a changing business environment and new risks arise from time to time. The forward-looking statements included in this press release are made only as of the date of this document and under Section 27A of the Securities Act and Section 21E of the Exchange Act, we do not have or undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

Contact:
David Hirasawa
American Skiing Company
Investor and Media Communications
435-615-0396
post #2 of 20
Thank god the Otten years are over. I just hope the new owners are skiers and restore K-mart to it's former glory.
post #3 of 20
I would have thought Killington would have fetched over $80 some million dollars.
post #4 of 20
Quote:
Originally Posted by 2-turn View Post
Thank god the Otten years are over. I just hope the new owners are skiers and restore K-mart to it's former glory.
I'm pretty sure it will happen. Lots of hard-core skiers walking around with $100-$300 million in their pockets.

The "new owners" are real estate people. Well sort of ... there's the Powdr sideshow too.
post #5 of 20
Looks like it's time to get rid of my ASC Edge Visa card.
post #6 of 20

calm down folks

picture the managment of killington actually being able to do what they've wanted to do for all these years. those who used to hand down asc orders now have a creative imput in killington. im looking forward to change. people around here who will now really run the show are indeed hardcore skiers. trust me some of these guys really know how to rip.
post #7 of 20
I'm hoping Sugarloaf gets sold.
Lots of updates needed that have been neglected by ASC.

The 'loaf could really be a happening place with responsible ownership.

Seems ASC wants to pour money into The Canyons. From what I read The Canyons is down at the bottom of desired Utah ski resorts. Good Luck with that!
post #8 of 20
Quote:
Originally Posted by Sugaree View Post
I'm hoping Sugarloaf gets sold.
Lots of updates needed that have been neglected by ASC.

The 'loaf could really be a happening place with responsible ownership.

Seems ASC wants to pour money into The Canyons. From what I read The Canyons is down at the bottom of desired Utah ski resorts. Good Luck with that!
The canyons regulars love that ranking!
post #9 of 20
Quote:
Originally Posted by Sugaree View Post
I'm hoping Sugarloaf gets sold.
Lots of updates needed that have been neglected by ASC.

The 'loaf could really be a happening place with responsible ownership.

Seems ASC wants to pour money into The Canyons. From what I read The Canyons is down at the bottom of desired Utah ski resorts. Good Luck with that!
bump on that...........It's a great mountain but agree on needing some serious updates.
post #10 of 20
Quote:
Originally Posted by Sugaree View Post
I'm hoping Sugarloaf gets sold.
Lots of updates needed that have been neglected by ASC.

The 'loaf could really be a happening place with responsible ownership.

Seems ASC wants to pour money into The Canyons. From what I read The Canyons is down at the bottom of desired Utah ski resorts. Good Luck with that!
There's a very good chance you'll see a new owner relatively soon. How do you feel about Lester B. Otten?
post #11 of 20
Quote:
Originally Posted by 2-turn View Post
Thank god the Otten years are over. I just hope the new owners are skiers and restore K-mart to it's former glory.

Oh yeah, along with restoring season pass prices of $1000+ - great idea. Not to mention losing the flexibility of skiing other hills (though I rarely did this).

I paid $600 (and change) for a pass this year, which is less than I paid at least 10 years ago, probably more. Say good-bye to that, along with the $350 Bronze passes. I'm curious how much they'll charge next year for Killington.
post #12 of 20
Quote:
"With the recently announced sales of Steamboat, Mount Snow, Attitash and now Killington and Pico, American Skiing Company is clearly in transition. We will be reviewing our organizational needs and adjusting accordingly. As a result of these transactions, the Company expects to repay all bank debt, junior subordinated debt, and have substantial resources to address the needs of our Sunday River and Sugarloaf resorts in Maine and The Canyons in Utah," added Fair.
ASC will probably be holding onto SR and the Loaf for at least the short term. Making statements like that while negotiating the disposition of SR and the Loaf to Otten would get Fair in trouble with the SEC.

The Canyons - the Sunday River of Utah.
post #13 of 20
Quote:
Originally Posted by Redfish View Post
ASC will probably be holding onto SR and the Loaf for at least the short term. Making statements like that while negotiating the disposition of SR and the Loaf to Otten would get Fair in trouble with the SEC.

The Canyons - the Sunday River of Utah.
Could be, but I doubt it. Add to that the fact that he and another director didn't sign the Annual Report on their investor relations page, that he has resigned from the BOD, and the fact that he has been everywhere at SR like flies on ... this year. The Oak Hill guys can call their hand in July 2007 and every indication is that they can't run fast enough away from ski related investments.

Time was Fair would have died before letting Les take a leading role in ownership/management of one of the ASC properties. But with a ~$400mil call by the Texans scheduled for July, there ain't much choice if Les can come up with a number they'll live with. He may make a play on SL too if he can raise enough $$. Funny thing, but I think the other director whose siggy isn't on the AR is a "money guy". Wonder if he has resigned from the Board too?

Only question is who gets The Canyons and how the 3 remaining properties can bring a number that makes the Texas investors close enough to whole.
post #14 of 20
I am not in the loop here, but I did hear this.....

Les Otten and Warren Cook may become the new owners of Sunday River and Sugarloaf.

Again, I didn't say it, I heard it. (rumor)
post #15 of 20
Quote:
Originally Posted by deltat View Post
Looks like it's time to get rid of my ASC Edge Visa card.
Hey, it's got no annual fee and Chase (now the owner of FirstUSA/BankOne cards who originally owned it) keeps offering balance transfers for 4.99% for life of the balance.

That's the only valid reason for keeping that card, of course.
post #16 of 20
>Oh yeah, along with restoring season pass prices of $1000+ - great idea. Not to mention losing the flexibility of skiing other hills (though I rarely did this).

I just got back from Kmart, and the whole place was buzzing about the sale. A buddy of mine owns at the Killington Grand, and a large group of owners were chatting Apres Ski about the sale.

The number one topic of worry was what's going to happen to the price of the season pass. I for one was let down when I learned that ASC sold Steamboat, because I planned on skiing it and Kmart on the combo pass next year. When I found out that Steamboat was gone, I figured that I'd just get the bronze pass and call it a day. Now who knows !

I hope for the best, but I'm guessing that we'll see rampant real estate development and higher prices. The bean counters are always looking to get a "quick return" on their investment, so they generaly take the short sided view and jack up prices.

I think that they would be better served to maintain the staus quo, there by keeping a loyal (and captive !) client base that they can sell other services to on an on going basis. If not, it's a HUGE opportunity for another mountain to steal the skier base away from them.

I don't know anything about the company that bought Killington, and my views are based soley on my past experience with large company buyouts outside of the ski industry, so this is all JMHO.

Still, I'm _hoping_ for the best....

WW
post #17 of 20
If they increase the pass prices, I'm done with east coast skiing. I'm going to do a ski house somewhere near SLC and do that on the weekends.
post #18 of 20
Well, the latest news release is that Les Otten is leaving the ASC board. What do you think the chances are that he'll put a group together and start buying some NE ski areas?
post #19 of 20

Now the Loaf and the Rivah are on the block

Bumping this by all of 2 weeks, it looks like they're shopping Sunday River and Sugarloaf for sale now.

See this news release from last week.

Buh-bye ASC. Not a whole lot left after that.
post #20 of 20
Hey Ill bet they sell them two areas to a real estate tycoon and the ski areas will just rot and fall to pieces while the houses and condos get built all over the slopes cuz its all about what is most profitable to the investor right I mean forget those who ski their just in the way of the construction crew.
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