View:
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): April 11, 2011
Vail Resorts, Inc.
(Exact name of registrant as specified in its Charter)
|
Delaware
|
001-09614
|
51-0291762
|
|
(State or other jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
390 Interlocken Crescent
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01.
|
Other Events.
|
On April 11, 2011, Vail Resorts, Inc. issued a press release announcing that it has priced its offering of $390 million in aggregate principal amount of 6½% Senior Subordinated Notes due 2019 (the “Notes”) pursuant to an exemption from registration under the Securities Act of 1933, as amended. The offering of the Notes is expected to close on April 25, 2011, subject to certain closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
A list of exhibits furnished herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein 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.
VAIL RESORTS, INC.
By: /S/ FIONA E. ARNOLD
Name: Fiona E. Arnold
Title: Senior Vice President, General Counsel
and Secretary
Date: April 11, 2011
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated April 11, 2011.
FOR IMMEDIATE RELEASE
Vail Resorts Contacts:
Investor Relations: Hayley Wolff, (303) 404-1827, hwolff@vailresorts.com
Media: Kelly Ladyga, (303) 404-1862, kladyga@vailresorts.com
Vail Resorts Announces Pricing of Senior Subordinated Notes Offering
BROOMFIELD, Colo. – April 11, 2011 – Vail Resorts, Inc. (“Vail”) (NYSE: MTN) announced today that it has priced its offering of $390 million in aggregate principal amount of 6½ % Senior Subordinated Notes due 2019 (the “Notes”). The offering of the Notes is expected to close on April 25, 2011, subject to certain closing conditions. The net proceeds from the offering of the Notes are expected to be used to fund the previously announced cash tender offer by Vail for any and all of its outstanding 6¾% Senior Subordinated Notes due 2014 (“2014 Notes”) and to redeem any 2014 Notes not purchased in such tender offer.
The Notes will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration under such laws or applicable exemptions from such registration requirements.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes described in this press release, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
*************
Statements in this press release, other than statements of historical information, are forward looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include but are not limited to prolonged weakness in general economic conditions, including adverse affects on the overall travel and leisure related industries; unfavorable weather conditions or natural disasters; adverse events that occur during our peak operating periods combined with the seasonality of our business; competition in our mountain and lodging businesses; our ability to grow our resort and real estate operations; our ability to successfully complete real estate development projects and achieve the anticipated financial benefits from such projects; further adverse changes in real estate markets; continued volatility in credit markets; our ability to obtain financing on terms acceptable to us to finance our real estate development, capital expenditures and growth strategy; our reliance on government permits or approvals for our use of Federal land or to make operational improvements; adverse consequences of current or future legal claims; our ability to hire and retain a sufficient seasonal workforce; willingness of our guests to travel due to terrorism, the uncertainty of military conflicts or outbreaks of contagious diseases, and the cost and availability of travel options; negative publicity which diminishes the value of our brands; our ability to integrate and successfully realize anticipated benefits of acquisitions or future acquisitions; and implications arising from new Financial Accounting Standards Board/governmental legislation, rulings or interpretations.
All forward-looking statements attributable to us or any persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All guidance and forward-looking statements in this press release are made as of the date hereof and we do not undertake any obligation to update any forecast or forward-looking statements, except as may be required by law. Investors are also directed to other risks discussed in documents filed by us with the Securities and Exchange Commission.