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Subsequent Event (Notes)
12 Months Ended
Jul. 31, 2016
Subsequent Event [Abstract]  
Subsequent Events [Text Block]
Subsequent Event

On August 5, 2016, the Company entered into an Arrangement Agreement (the “Whistler Agreement”) to acquire all of the outstanding common shares of Whistler Blackcomb Holdings, Inc. (“Whistler Blackcomb”). Whistler Blackcomb owns a 75% interest in each of Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, which together operate Whistler Blackcomb resort, a year round mountain resort with a comprehensive offering of recreational activities, including both snow sports and summer activities. Whistler Blackcomb shareholders will receive total consideration equal to (i) C$17.50 per share in cash, and (ii) 0.0998 shares (the “Consideration Shares”), subject to a currency exchange rate adjustment to be determined based on the applicable exchange rate as of the sixth business day prior to the closing date. The estimated consideration to be paid to Whistler Blackcomb shareholders is approximately $1.1 billion as of August 5, 2016, based on the closing currency exchange rate and Vail Resorts common stock as of that day.
The Company expects the Whistler Blackcomb transaction to close in fall 2016. The transaction has been unanimously approved by the board of directors of Whistler Blackcomb, and shareholders representing 25% 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 board of directors of the Company. The Whistler Agreement provides for customary representations, warranties and covenants, and provides for the payment of fees upon the termination of the Whistler Agreement under certain circumstances, including Whistler Blackcomb obtaining a superior proposal and failure to obtain certain regulatory approvals. Completion of this acquisition is subject to certain closing conditions, including the approval by Whistler Blackcomb shareholders and the British Columbia Supreme Court, and regulatory approvals, as well as other customary closing conditions.
The Company intends to finance the cash portion of the consideration for the Whistler Blackcomb transaction with a combination of cash and cash equivalents on hand, available revolving borrowing capacity under the Credit Agreement, and an incremental term loan facility to be incurred through an amendment to the Credit Agreement. The Company has received an executed commitment letter from U.S. Bank, National Association (“U.S. Bank”) and Wells Fargo Bank, National Association (“Wells Fargo”) whereby U.S. Bank and Wells Fargo have committed to provide a $360 million incremental term loan. Additionally, the Company intends to assume or refinance Whistler Blackcomb’s existing C$300 million revolving credit facility as part of the transaction. As of June 30, 2016, Whistler Blackcomb disclosed C$185.8 million of debt outstanding under its credit facility ($143.8 million based on closing exchange rate as of June 30, 2016). In addition, Whistler Blackcomb’s credit facility contains a change in control provision pursuant to which the lenders can elect to require repayment of the entire outstanding balance upon closing.