UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of Earliest Event Reported): March
13, 2007
|
Vail
Resorts, Inc.
|
||||||
|
(Exact
name of registrant as specified in its charter)
|
||||||
|
|
|
|
|
|
||
|
Delaware
|
|
1-9614
|
|
51-0291762
|
||
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
||
|
|
|
|
||||
|
390
Interlocken Crescent, Suite 1000,
Broomfield,
Colorado
|
|
80021
|
||||
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
||||
|
|
|
|
||||
|
Registrant's
telephone number, including area code:
|
|
(303)
404-1800
|
||||
|
|
|
|
||||
|
Not
applicable
|
||||||
|
(Former
name or former address, if changed since last report)
|
||||||
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions:
|
||||||
|
[
]
Written communications pursuant to Rule 425 under the Securities
Act
|
||||||
|
[
]
Soliciting materials pursuant to Rule 14a-12 under the Exchange
Act
|
||||||
|
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|
||||||
|
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
|
||||||
Item
1.01. Entry
into a Material Definitive Agreement.
On
March
13, 2007, The Vail Corporation (“Vail Corp.”), a wholly-owned subsidiary of Vail
Resorts, Inc. (the “Company”), entered into an amendment (the “Third Amendment”)
of its existing Fourth Amended and Restated Credit Agreement (the “Credit
Agreement”) among Vail Corp., Bank of America, N.A. as administrative agent,
U.S. Bank National Association and Wells Fargo Bank, National Association as
co-syndication agents, Deutsche Bank Trust Company Americas and LaSalle Bank
National Association as co-documentation agents, and the lenders party
thereto.
The
Third
Amendment amends the Credit Agreement to, among other things, (a) decrease
the
total loan commitment from $400 million to $300 million, (b) improve pricing,
including unused commitment fees and letter of credit fees and improve
flexibility in the Company’s ability to make investments, (c) extend the
maturity date from January 28, 2010 to February 1, 2012, and (d) eliminate
certain covenant ratios and change, for pricing and covenant purposes, the
gross
debt leverage ratio to a net debt ratio. In addition, the Third Amendment
completed a number of administrative matters including releasing the lien on
shares of a subsidiary company, providing guarantees from certain newly formed
subsidiary companies, and waiving the failure to provide notice within 30 days
of the formation of certain “unrestricted subsidiaries” as required under the
Credit Agreement.
On
March
19, 2007, The Chalets at The Lodge at Vail, LLC (the “Chalets”), a wholly-owned
subsidiary of the Company, entered into a construction loan agreement (the
“Construction Loan Agreement”) in the amount of up to $123 million with Wells
Fargo Bank, National Association as administrative agent, book manager, and
joint lead arranger, U.S. Bank National Association as joint lead arranger
and
syndication agent, and the lenders party thereto. Borrowings under the
Construction Loan Agreement are non-revolving and must be used for the payment
of certain costs associated with the construction and development of The Lodge
at Vail Chalets, a residential development consisting of 13 luxury condominium
units, as well as the associated private membership club, skier services
building and parking structure.
The
Construction Loan Agreement matures on September 1, 2009, and principal payments
are due at maturity, with certain pre-payment requirements, including upon
the
closing of the condominium units. The Chalets has the option to extend the
term
of the Construction Loan Agreement for six months, subject to certain
requirements. Borrowings under the Construction Loan Agreement bear interest
annually at the Chalets’ option at the rate of (i) LIBOR plus a margin of 1.35%
or (ii) the greater of the (a) administrative agent’s prime commercial lending
rate or (b) the Federal Funds Rate in effect on that day as announced by the
Federal Reserve Bank of New York, plus 0.5%. Interest is payable monthly in
arrears.
The
Construction Loan Agreement provides for affirmative and negative covenants
that
restrict, among other things, the Chalets’ ability to dispose of assets,
transfer or pledge its equity interest, incur indebtedness and make investments
or distributions. The Construction Loan Agreement contains non-recourse
provisions to the Company with respect to repayment, whereby under event of
default, the lenders have recourse only against the Chalets’ assets and as
provided for below the lenders do not have recourse against assets held by
the
Company or Vail Corp. All assets of the Chalets are provided as collateral
under
the Construction Loan Agreement.
In
connection with the Construction Loan Agreement, the Company and Vail Corp.
each
entered into completion guarantees, pursuant to which each of the Company and
Vail Corp. guarantees the completion of the construction of the project (but
not
the repayment of any amounts drawn under the Construction Loan Agreement).
However, Vail Corp. could be responsible to pay damages to the lenders under
very limited circumstances. If either the Company or Vail Corp. is required
to
perform the Chalets’ obligation to complete the project, the lenders will make
available to the Company or Vail Corp. any undisbursed commitments under the
Construction Loan Agreement for the completion of construction and development
of The Lodge at Vail Chalets.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth above in Item 1.01 relating to the Construction Loan
Agreement is incorporated into this Item 2.03 by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Dated:
March 19, 2007
|
|
Vail
Resorts, Inc.
|
|
|
By:
|
/s/
Jeffrey W. Jones
|
|
|
|
Jeffrey
W. Jones
|
|
|
|
Senior
Executive Vice President and Chief Financial
Officer
|