Vail was on Brink of Buying Canyons in July 2007

[hudson Senior Member Find all posts View Profile Close hudson]

Vail Resorts Still Wants to Buy Canyons



VAIL — Vail Resorts is trying to buy The Canyons ski resort in Utah for $110 million, according to a filing with the Securities and Exchange Commission.

That offer comes after a deal for the sale of the Park City, Utah, resort was announced earlier this month.

Vail Resorts and American Skiing Company were “on the brink of deal” for the sale of The Canyons on July 10 when the deal fell through, Vail Resorts Chief Executive Officer Rob Katz wrote in a letter to American Skiing Company.

Another company, Peninsula Advisors, stepped in and threatened legal actions against American Skiing Company if the deal went forward, Katz wrote.

On July 15, a deal was announced between American Skiing Company and a subsidiary of the Toronto-based Talisker Corporation for the sale of The Canyons.

In the letter, Katz expressed “surprise and disappointment” at that deal. He wrote that Vail had "commenced legal action" against Peninsula Advisors and Talisker.

Vail Resorts spokeswoman Kelly Ladyga confirmed Vail Resorts’ interest in buying Canyons but said she could not comment further because it involves pending litigation.

Katz wrote that Vail Resorts has now offered $110 million for The Canyons, upping Talisker’s offer by $10 million. Katz wrote that he was concerned about American Skiing Company’s “lack of engagement with Vail Resorts” to find out if VR could give them a better deal.

American Skiing Company has recently sold off its ski resorts to satisfy debts. The Canyons is the last resort to be sold off. American Skiing Company sold Heavenly to Vail Resorts in 2002.

“We look forward to working with you to arrive at a mutually beneficial transaction and are confident that, with the benefit of Vail Resorts’ experience developing and operating world-class mountain resorts, The Canyons will realize its full potential as premier Park City and overall Utah ski resort,” Katz wrote.

Canyons has 3,700 skiable acres, 152 trails and 17 lifts.

Broomfield-based Vail Resorts owns Vail, Beaver Creek, Breckenridge, Keystone and Heavenly.


Staff Writer Edward Stoner can be reached at 748-2929 or estoner@vaildaily.co

[hudson Senior Member Find all posts View Profile Close hudson]

Vail Resorts is now suing..

Dear Mr. Gruber:

I am writing to express our surprise and disappointment at the decision by the board of American Skiing Company (“ASC”) to enter into a contract for the sale of the stock of American Skiing Company Utah (“ASCU” or the “Company”) to an affiliate of Talisker Corporation (“Talisker”).

As you know, Vail Resorts was pursuing a potential acquisition of ASCU in conjunction with Peninsula Advisors (“Peninsula”) to whom ASC had given a period of exclusivity in relation to any acquisition of ASCU. Following certain actions by Peninsula, Vail Resorts was finalizing a transaction with ASC. Vail and ASC were on the brink of a deal on July 10, 2007 when ASC informed us that it had received a letter from Peninsula inexplicably threatening legal action against ASC if the deal went forward. We explained to you why Peninsula’s claims were baseless and offered to indemnify and protect ASC in the event Peninsula tried to stop our deal. Immediately following those discussions, ASC announced that it had entered into an agreement with Talisker.

We believe that ASC’s board may not be fully aware of Talisker’s activities leading up to this potential transaction. We have now commenced legal action against Peninsula and Talisker to protect our rights which may, in fact, preclude Talisker from proceeding with the ASCU transaction.

In addition, we remain concerned about the ASC board’s lack of engagement with Vail Resorts to ascertain whether a transaction more favorable to ASC could have been reached with our company.

To that end, we are hereby making a superior offer to ASC for the stock of ASCU, with a purchase price of $110 million — a 10% premium to the Talisker transaction. This offer is made on the same terms previously negotiated between Vail Resorts and ASC, except that we agree to increase our deposit to $10 million, to be retained by ASC in the event that any injunction should prevent the closing of the transaction due to the claims raised by Peninsula in its letter to ASC. We, of course, are not aware of the other terms of your agreements with Talisker, so it is difficult for us to address additional ways to improve our offer, but we remain available at your convenience to discuss all aspects of our offer.

We look forward to working with you to arrive at a mutually beneficial transaction and are confident that, with the benefit of Vail Resorts’ experience developing and operating world class mountain resorts, The Canyons will realize its full potential as a premier Park City and overall Utah ski resort.

Very truly yours,

Robert Katz
Chief Executive Officer
Vail Resorts, Inc.

[Steve Senior Member Find all posts View Profile Close Steve]

It would be great if Vail did purchase The Canyons. Vail knows how to run a ski resort...and The Canyons could sure use their expertise. Thanks for keeping us posted.

Steve

[hudson Senior Member Find all posts View Profile Close hudson]

Tangle Web of Litigation Tangles Further

News - Resorts
Park City, UT - As American Skiing Company (ASC) fades from existence, the scramble for ownership of The Canyons became further complicated on Monday with the filing of additional litigation over the proposed deal to sell the Utah ski and snowboard resort to the Toronto, Canada-based real estate investment firm, Talisker Corporation.


Ownership of The Canyons is complicated by no fewer than three pending lawsuits as American Skiing Company proceeds with its plan of dissolution.
(photo: FTO/Marc Guido)
Landowner Wolf Mountain, which leases the land upon which The Canyons operates its ski area, filed suit Monday in U.S. District Court against Talisker, alleging that a 1996 lease agreement requires that Wolf Mountain approve any transfer of ownership of ski operations at The Canyons. Wolf Mountain asserts that Talisker and Peninsula Advisors, a limited liability corporation headed by Park City businessman Mark Robbins, conspired to cut Wolf Mountain out of its share of ski area and real estate development revenue.

Monday's lawsuit comes quickly on the heels of litigation filed Friday in Denver, Colo. District Court by Vail Resorts against Talisker, ASC and Peninsula, alleging that Peninsula disclosed confidential information to Talisker in a deliberate effort to eliminate Vail Resorts from the bidding process for The Canyons.

Vail Resorts, the Colorado-based company that operates some of the nation's most popular ski resorts including Vail Mountain, Breckenridge, Keystone and Heavenly, concurrently upped its bid for The Canyons on Friday to $110 million, a 10 percent premium over the deal with Talisker announced on July 16. ASC, however, plans to continue with the transaction arranged with Talisker. "We have a definitive agreement signed with Talisker, and we intend to honor it," David Hirasawa, Director of Investor and Media Communications for ASC, said today.

The latest round of civil court filings takes place as litigation is still pending surrounding Wolf Mountain's attempts to evict ASC over alleged lease violations. That lawsuit was filed in June 2006 and, according to ASC Vice President of Community Affairs, Tim Vetter, is currently in oral discovery and is scheduled to be heard in May of 2008.

Wolf Mountain principal Kenny Griswold has been quoted as saying that the battle for ownership of the ski resort may curtail its ability to operate during the coming winter. Hirasawa vehemently discounted those suggestions.

"Absolutely untrue," Hirasawa said. The Canyons will be opening this winter and we're looking forward to another amazing season."

[hudson Senior Member Find all posts View Profile Close hudson]

Timeline as of August 1, 2007

Timeline

* Wolf Mountain files notice of lease default against American Skiing Co. in March 2006.
* American Skiing Co., in June 2006, sues Wolf Mountain to stop takeover.
* A year later, on July 23, Peninsula Advisors LLC sues Wolf Mountain for breach of contract.
* The next day, Wolf Mountain countersues Peninsula for fraud.
* Within a week, Vail Resorts Inc. sues Peninsula, Talisker Corp. and American Skiing.
* On Monday, Wolf Mountain sues Talisker and its CEO, Jack Bistricer.

[hudson Senior Member Find all posts View Profile Close hudson]

Lawsuit could have been avoided, Griswold claims

Wolf Mountain claims he would have dismissed lease dispute for Vail


Patrick Parkinson, Of the Record staff

Exerpt:

"The truth has begun to reveal itself," Griswold said about the Aug. 20 SEC filing.
Claiming that American Skiing Company defaulted on the lease, Griswold attempted to evict the firm from his property in 2006. A judge, however, ruled that the lease dispute between Wolf Mountain and ASC could go to trial in 2008.
But in the negotiations, Griswold said he agreed to end his quest to terminate the lease if ASC sold The Canyons to Vail Resorts.

Griswold said he intended to partner with Vail and Peninsula Advisers, a real-estate investment firm, to transform The Canyons into a world class ski area.
Vail's lawsuit, which was filed in July, named Peninsula Advisers as a defendant and alleged that Peninsula principals conspired with Talisker to obtain a separate deal with American Skiing Co. to buy The Canyons.
"Everybody wants to see Vail," Griswold said, adding that Talisker does not operate ski resorts.


To read the complete article:

In September, American Skiing Co. and Talisker Corp. will likely square off in court against Vail Resorts, Inc. in a lawsuit the embattled ASC could have avoided, Wolf Mountain Resorts Managing Partner Kenny Griswold claimed.Park City-based ASC owns The Canyons, and the lawsuit involves a bidding war between Vail and Talisker for control of the Snyderville Basin resort, which is the largest ski area in Utah.
The Canyons is for sale after officials announced a dissolution plan for the publicly traded American Skiing Company, which is slated to go out of business. On Tuesday, shares of stock in ASC were trading for 2 cents on the Over the Counter Bulletin Board.
ASC officials denied that The Canyons was for sale and that Vail was interested in purchasing the resort. But an SEC document filed last week shows American Skiing Co. brass in talks with Vail and Talisker since last year when ASC's board of directors authorized the sale of its ski resorts.
"More often than not, there are not two sides to every story, there is just one, the truth," Griswold said in a telephone interview Tuesday.
ASC criticized Wolf Mountain last year after Griswold revealed to The Park Record that Vail was interested in purchasing The Canyons. Griswold leases land to ASC on which the resort is operated.
"The truth has begun to reveal itself," Griswold said about the Aug. 20 SEC filing.
Claiming that American Skiing Company defaulted on the lease, Griswold attempted to evict the firm from his property in 2006. A judge, however, ruled that the lease dispute between Wolf Mountain and ASC could go to trial in 2008.
But in the negotiations, Griswold said he agreed to end his quest to terminate the lease if ASC sold The Canyons to Vail Resorts.

Griswold said he intended to partner with Vail and Peninsula Advisers, a real-estate investment firm, to transform The Canyons into a world class ski area.
Vail's lawsuit, which was filed in July, named Peninsula Advisers as a defendant and alleged that Peninsula principals conspired with Talisker to obtain a separate deal with American Skiing Co. to buy The Canyons.
"Everybody wants to see Vail," Griswold said, adding that Talisker does not operate ski resorts.
Vail officials asked a district court judge in Denver to issue an injunction to prevent Talisker from purchasing The Canyons. A preliminary injunction hearing is scheduled in Denver Sept. 20 at 9 a.m.
Meanwhile, with the recent, abrupt departure of former Canyons general manager Scott Pierpont from the resort, ASC is conducting a nationwide job search to find Pierpont's replacement, according to ASC President and CEO B.J. Fair.
Fair stated that "members of the ASC senior management team will be overseeing the responsibilities of the managing director position until a successor is named."

[Steamboat Bill Banned Find all posts View Profile Close Steamboat Bill]

As a Westgate owner at the Canyons...this is a sad state of affairs. I really love this ski resort and wish they get their act together.

[x3skier Senior Member Find all posts View Profile Close x3skier]

Sounds a lot like what happened at Steamboat a couple of years ago. ASC had a deal with Three Peaks and at the last minute, decided to sell Heavenly instead. Three Peaks sued and got a big pile of money from ASC.

The Steamboat sale to Intrawest was a better deal for the skiers as far as I can tell since they have a bigger bank roll. Only down side is the senior season pass went to 70 from 65 for eligibility.

Cheers