Whistler (BC), Canada – In what is clearly the biggest news from the ski resort industry this summer, the portfolio of Vail Resorts gained significant strength in August when the Colorado-based company agreed to purchase Canada’s Whistler Blackcomb, North America’s largest and most visited ski resort, in a deal worth a staggering $1.06 billion.
Under the terms of the transaction, Vail Resorts would acquire 100 percent of the stock of Whistler Blackcomb, whose shareholders would receive 0.0983 shares of Vail Resorts for consideration having a total value of C$37.91 per Whistler Blackcomb share, based upon closing stock prices and currency exchange rates as of August 30, 2016. This represents a premium of 53.9% over the 30-day volume-weighted average trading price of Whistler Blackcomb’s stock as of August 5, 2016, the last trading day before announcement of the deal.
A special meeting of shareholders will be convened in Vancouver on October 5 to seek shareholder approval of the proposed acquisition. KSL Capital Partners is Whistler Blackcomb’s largest shareholder. The Whistler Blackcomb and Vail Resorts boards of directors have both unanimously approved the deal.
“Combining Whistler Blackcomb with Vail Resorts’ portfolio of outstanding resorts provides Whistler Blackcomb with increased financial strength, marketing exposure, guest relationships and broadens the geographic diversity of our company with resorts across the United States, as well as in Australia and Canada,” said Dave Brownlie, chief executive officer of Whistler Blackcomb, a venue site for the 2010 Olympic Winter Games. “This relationship will bring greater resources to support our current operations and our ambitious growth plans, including the Renaissance project, the most exciting and transformative investment in Whistler Blackcomb’s history.”
“Whistler Blackcomb is one of the most iconic mountain resorts in the world with an incredible history, passionate employees and a strong community. With our combined experience and expertise, together we will build upon the guest experience at Whistler Blackcomb while preserving the unique brand and character of the resort as an iconic Canadian destination for guests around the world,” added Rob Katz, chairman and chief executive officer of Vail Resorts. “We are delighted to add such a renowned resort to Vail Resorts and look forward to expanding our relationships in the Sea-to-Sky community, British Columbia and Canada.”
Whistler Blackcomb will nominate one member of its board to the Vail Resorts board of directors, and Brownlie will continue leading Whistler Blackcomb as the resort’s chief operating officer and will become a member of the senior leadership team of Vail Resorts’ mountain division.
Upon completion of this transaction, Vail Resorts officials say that they’re committed to continuing Whistler Blackcomb’s success and building on its strengths, including further investment in the resort and the community. This includes support for Master Development Agreements with local First Nations, recognizing that Whistler Blackcomb is in the Squamish and Lil’wat First Nations’ traditional territories. The company says that it will support and continue the ongoing efforts to negotiate the renewal of Whistler Blackcomb’s Master Development Agreements with significant long-term benefits to the Squamish and Lil’wat First Nations, the Province of British Columbia and the Resort Municipality of Whistler. Whistler Blackcomb will continue to have principally local Canadian leadership, with critical day-to-day mountain operations residing at the resort, including ongoing primary responsibility for relationships with the local community, governments and First Nations.
Vail Resorts officials said that the company intends to retain the vast majority of Whistler Blackcomb employees, while only impacting a few select areas where there may be duplication in corporate functions. This transaction will not change the day-to-day operations at the resort, community engagement or the input of local management in shaping Whistler Blackcomb’s future, they said.
In announcing the deal, Vail Resorts committed to substantially investing in Whistler Blackcomb’s mountain infrastructure and growth plans, including continuing to build community and stakeholder support for the resort’s recently announced Renaissance project intended to diversify the local tourism economy, provide new four-season, weather-independent activities, and elevate Whistler Blackcomb’s core skiing, mountain biking and sightseeing experiences for decades to come. They also intend to continue Whistler Blackcomb’s relationship with other organizations such as Tourism Whistler, Destination BC, Canada West Ski Areas Association, and the Whistler Chamber of Commerce.
“We look forward to working with Dave and the entire Whistler Blackcomb team as we support their efforts to continue the great progress that has made Whistler Blackcomb the world-renowned resort it is today,” Katz continued. “We are excited about what this transaction means for guests and look forward to providing access to the resort for our season pass holders around the world.”
For the full 2016-17 winter season, Whistler Blackcomb will continue to honor the resort’s existing season pass products. Vail Resorts plans to integrate Whistler Blackcomb into its Epic Season Pass and other season pass products for the 2017-18 winter season.
The aggregate cash component of the offer is estimated to be C$676 million (USD$513 million) which Vail Resorts intends to finance through an expansion of its existing credit facility. The aggregate stock component of the offer is estimated to be C$715 million (USD$543 million), based on closing stock prices and exchange rates as of August 5. The stock component is determined by a baseline share exchange ratio of 0.0998 shares of Vail Resorts common stock and is adjusted for currency exchange rate changes if the Canadian dollar is above or below USD$0.7765 six business days before the closing of the transaction. As of August 30, the exchange ratio is 0.0983 shares of Vail Resorts common stock. Upon closing of the transaction, Whistler Blackcomb shareholders collectively will own approximately 10 percent of Vail Resorts outstanding common stock.
Whistler Blackcomb owns 75 percent of the partnerships that operate the resort. The resort’s 25-year relationship with Nippon Cable will be unaffected and will continue after the closing of the transaction.
Pending approvals, Vail Resorts hopes to close on the transaction this fall.