American Skiing Company Announces Sale of Mount Snow and Attitash Resorts for $73.5 Million.PARK CITY, Utah Park City is a city located in Summit County, Utah, United States. It is one of two major resort towns in Utah, the other being Moab. It is considered to be part of the Wasatch Back and a part of the Salt Lake City metropolitan area. -- American Skiing Company American Skiing Company was one of the largest operators of alpine ski, snowboard and golf resorts in the United States. Its resorts included Sunday River and Sugarloaf/USA in Maine and The Canyons in Utah. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :AESK) announced today that it had entered into a definitive agreement to sell its Mount Snow and Attitash resorts for $73.5 million to Peak Resorts Inc., a resort operator with ski resorts in Missouri, Indiana, Pennsylvania, New Hampshire New Hampshire, one of the New England states of the NE United States. It is bordered by Massachusetts (S), Vermont, with the Connecticut R. forming the boundary (W), the Canadian province of Quebec (NW), and Maine and a short strip of the Atlantic Ocean (E). and Ohio. The announced sales follow the December announcement of the planned $265 million sale of Steamboat steamboat: see steamship. steamboat or steamship Watercraft propelled by steam; more narrowly, a shallow-draft paddle-wheel steamboat widely used on rivers in the 19th century, particularly the Mississippi River and its tributaries. resort. "We've worked very hard to ensure that the full potential and value of each of our resorts is realized. Under the existing circumstances and market conditions, this means contemplating the sale of certain of our resort assets, as we've planned with Steamboat and now Mount Snow and Attitash," said ASC ASC Ambulatory surgery center, see there President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. B.J. Fair. "The tremendous interest we have experienced in the resorts is a tribute to the hard work and professionalism of our management teams. After much deliberation and many discussions with our Board of Directors, we feel that the best course of action for our stakeholders will be to sell these resorts under the terms proposed in the definitive agreements. This was obviously a very difficult decision, given the progress we've made at our resorts and as a Company," added Fair. Included in the sale of Mount Snow and Attitash are the commercial cores of the Grand Summit Hotels located at both resorts. The total cash purchase price of $73.5 million for both resorts is subject to working capital and seasonal earnings adjustments. In addition, the buyer will assume approximately $2 million in debt and other liabilities other liabilities Small and relatively insignificant liabilities. For financial reporting purposes, firms often combine small liabilities into this single category rather than listing each liability separately. . As a condition of the purchase and sale agreement, stockholder approval is required for the sales of the Mount Snow and Attitash resorts. The sole holder of the Company's Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. Series C-1, representing 65.8% of the voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. entitled to vote on the matter, has voted in favor of the transaction, which constitutes majority stockholder approval. Such approval means the transaction may be approved without a meeting of the Company's stockholders. The Company anticipates distributing an information statement to stockholders regarding the majority stockholder approval as soon as practicable. The stockholder approval will not be effective until twenty days have elapsed e·lapse intr.v. e·lapsed, e·laps·ing, e·laps·es To slip by; pass: Weeks elapsed before we could start renovating. n. following mailing of the information statement to stockholders. In addition to stockholder approval, the transaction is subject to customary closing conditions, including Hart-Scott-Rodino antitrust approval and consent of the U.S. Forest Service. The sale is expected to close on or before April 30, 2007. The Company expects to use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the sale to reduce existing debt and, to the extent any proceeds remain available thereafter, for working capital purposes or as otherwise determined by the board of directors of the Company. About Mount Snow and Attitash Mount Snow was the fifth most visited resort in the eastern U.S. in 2006, and is noted for being the closest major Vermont resort to the New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. metropolitan area. Summer attractions include an 18-hole championship golf course and mountain biking mountain biking Sports medicine A sport in which participants use specialized bicycles to navigate rough, steep trails covered with unforgiving rocks Injury risk Concussions, fractures, death. See Extreme sport, Novelty seeking behavior. . Attitash consists of 280 acres of skiable terrain and is located in the heart of New Hampshire's Mount Washington Valley. The resort also offers mountain biking, a water park, alpine slide and various other summer amenities. About American Skiing Company Headquartered in Park City, Utah, American Skiing Company is one of the largest operators of alpine ski, snowboard and golf resorts in the United States. Its resorts include Killington, Pico and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash in New Hampshire; Steamboat in Colorado; and The Canyons in Utah. More information is available on the company's web site, www.peaks.com. Certain statements contained in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results and events. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "assume," "believe," "expect," "intend," "plan," and words and terms of similar substance in connection with any discussion of operating or financial performance. Such forward-looking statements involve a number of risks and uncertainties. In addition to factors discussed above, other factors that could cause actual results, performances or achievements to differ materially from those projected include, but are not limited to, the following: the failure to satisfy any of the conditions to closing of the purchase agreements relating to Steamboat and Mount Snow/Attitash, or the buyer's refusal to close for such agreements; and other factors listed from time to time in our documents we have filed with the Securities and Exchange Commission. We caution the reader that this list is not exhaustive. We operate in a changing business environment and new risks arise from time to time. The forward-looking statements included in this press release are made only as of the date of this document and under Section 27A of the Securities Act and Section 21E of the Exchange Act, we do not have or undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. |
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