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): December
21, 2005
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Vail
Resorts, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-9614
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51-0291762
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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137
Benchmark Road Avon, Colorado
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81620
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(970)
845-2500
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Not
applicable
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(Former
name or former address, if changed since last report)
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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:
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[
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Written communications pursuant to Rule 425 under the Securities
Act
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[
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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[
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
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[
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item
1.01 Entry into a Material Definitive Agreement
On
December 21, 2005, JHL&S LLC, a limited liability company owned by wholly
owned subsidiaries of Vail Resorts, Inc., (the "Company") entered into an
agreement to sell the assets constituting Snake River Lodge & Spa (the
"Hotel") for $32.5 million
to an
investment group led by Lodging Capital Partners, a private, Chicago-based
hospitality investment firm (“LCP”). The sale price is subject to adjustment
based on certain provisions of the agreement and the transaction is scheduled
to
close in January 2006, subject to certain closing conditions. After
the
transaction is completed, the hotel will retain its current name and continue
to
be branded as a RockResort, through 2021, under a 15-year management contract
with LCP.
Item
8.01. Other Events.
On
December 22, 2005, the Company issued a press release announcing the sale of
Snake River Lodge & Spa. The press release is attached as Exhibit 99.1 and
is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits. The following exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release, dated December 22, 2005
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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.
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Dated:
December 23, 2005
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Vail
Resorts, Inc.
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By:
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/s/
Jeffrey W. Jones
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Jeffrey
W. Jones
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Senior
Vice President and Chief Financial
Officer
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Exhibit
99.1
NEWS RELEASE
FOR
IMMEDIATE RELEASE
Vail
Resorts Contacts:
Media
Relations: Kelly Ladyga, (970) 845-5720, kladyga@vailresorts.com
Investor
Relations: Jeff Jones, CFO, (970) 845-2552, jwjones@vailresorts.com
VAIL
RESORTS ANNOUNCES A CONTRACT TO SELL THE SNAKE RIVER LODGE &
SPA
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Sale
price of $32.5
million
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RockResorts
will continue to manage the hotel under a 15-year
agreement
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VAIL,
Colo. - December 22, 2005 - Vail Resorts, Inc. (NYSE: MTN) announced
today that one of its subsidiary companies has entered into a contract to sell
the Snake River Lodge & Spa, located in Jackson Hole, Wyo., for $32.5
million
to an
investment group led by Lodging Capital Partners, a private, Chicago-based
hospitality investment firm (“LCP”). The
transaction price equates to a valuation of approximately $369,300 per hotel
key. The
sale
price is subject to adjustment based on certain provisions of the agreement
and
the transaction is scheduled to close in January 2006, subject to certain
closing conditions. After the transaction is completed, the hotel will retain
its current name and continue to be branded as a RockResort, through 2021,
under
a 15-year management contract with LCP.
The
Company purchased a 51 percent interest in the 88-room hotel in December 2000
and purchased the remaining 49 percent interest in May 2005. The Snake River
Lodge & Spa is located at the base of the Jackson Hole Mountain Resort in
Teton Village, Wyo. The hotel manages 46 luxury condominiums and also features
ski-in access, a full-service Avanyu Spa and the award-winning GameFish
restaurant.
Adam
Aron, Vail Resorts chairman and chief executive officer, commented, “Vail
Resorts is pleased to announce the sale of the Snake River Lodge & Spa. This
sale is beneficial for Vail Resorts as we will retain management of the hotel,
through our RockResorts subsidiary, for 15 years while at the same time
continuing our strategy of capitalizing on current robust hotel market
valuations. The price we will receive for the foregone Resort Reported EBITDA
resulting from the hotel’s sale represents a significant premium of about 50
percent above the multiples of
-
more
-
VAIL
RESORTS, INC.
2-2-2
Resort
Reported EBITDA historically used in the valuation of Vail Resorts, before
even
considering the ongoing revenue stream from the new 15-year management
agreement. We also believe that the competitive bidding process coordinated
by
Jones Lang LaSalle Hotels identified an exceptional buyer for the hotel and
we
look forward to working closely with the principals of Lodging Capital Partners
for many years to come.”
Steve
Kisielica, principal of Lodging Capital Partners, added, “We are excited about
adding the Snake River Lodge & Spa to our growing portfolio of luxury hotels
and resorts. The significant growth opportunities at this property include
a condo-hotel expansion as well as the potential to add additional
guestrooms. We believe RockResorts, coupled with the expertise of Vail
Resorts’ development team, is the perfect partnership for us to help maximize
this value potential.”
Vail
Resorts, Inc. is the leading mountain resort operator in the United States.
The
Company's subsidiaries operate the mountain resorts of Vail, Beaver Creek,
Breckenridge and Keystone in Colorado, Heavenly in California and Nevada, and
the Grand Teton Lodge Company in Jackson Hole, Wyo. The Company's subsidiary,
RockResorts, a luxury resort hotel company, manages casually elegant properties
across the United States. Vail Resorts Development Company is the real estate
planning, development, and construction subsidiary of Vail Resorts, Inc. Vail
Resorts is a publicly held company traded on the New York Stock Exchange (NYSE:
MTN). The Vail Resorts company website is www.vailresorts.com
and
consumer website is www.snow.com.
The
Company uses the term “Resort Reported EBITDA” when reporting financial results,
in accordance with SEC rules regarding the use of non-GAAP financial measures.
The Company defines Resort Reported EBITDA as the combination of the Mountain
and Lodging segments’ net revenue less operating expense plus equity investment
income or loss.
-
more
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VAIL
RESORTS, INC.
3-3-3
Statements
in this press release, other than statements of historical information, are
forward- looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected, including the
possibility that the closing of the Snake River Lodge & Spa sale will not
occur, or will occur on financial terms
other than as described above; and adverse changes in the hotel markets. Readers
are cautioned not to place undue reliance on these forward-looking statements
which speak only as of the date hereof. Investors are also directed to other
risks discussed in the Company's Annual Report on Form 10-K for the fiscal
year
ended July 31, 2005 and other documents filed by the Company with the Securities
and Exchange Commission.
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